What types of corporate structures are used in the industry. Structure of corporate governance

Many family businesses do not make it past the fourth generation, but some manage to grow into large international conglomerates that successfully trade in one or more international markets. Survival family business in long term depends on whether it is possible to combine and maintain a balance between running a business, owning it and family relationships. To survive, it is necessary to turn the business into a corporate structure, where there would be a team qualified managers, board of directors and competent managers.

The corporate world is constantly changing, and it is becoming increasingly difficult to assess what a corporate structure is and what managerial positions exist in it. It is equally difficult to keep abreast of which people are responsible for what and what they influence within the company.

Modern titles for managerial positions can drive the average investor crazy. The various positions are often referred to as "Group C": Chief Executive Officer CEO, Chief Finance Officer CFO, Chief Operating Officer COO, Chief Information Officer CIO, Chief Strategy Officer CSO, and so on. Other titles - such as President and Vice President of VP - can also cause difficulties, even for the company's employees themselves. To make things even more confusing, various firms, especially start-ups, use all these names in large numbers and in an approximate sense - either to create the image of a serious corporation, or to lure talented managers with a beautiful job title.

Given that there is a strong relationship between organizational performance and market share, investors should be on the lookout for news about executives, including CEOs, CFOs, and vice presidents. The past recommendations of these managers are especially important in terms of creating short-, medium- and long-term value.

To create such an organization where the interests of the owners are protected, many companies have chosen the path of creating a two-level corporate hierarchy. The first level is the board of directors: it consists of people chosen by the shareholders of the company. The second level is administrative management: headed by the CEO, the team consists of people recruited by the directors or the CEO.

The task of the board of directors is to control the management of the company so that the course is in the interests of the owners. In general, the board of directors must ensure that the interests of the owners are protected and taken care of. Council members are elected by the owners of the company, and the council itself consists of two groups: the first group includes a management team from among the company's employees.

This group may include the CEO, CFO, VP, or other full-time managers working for the company. The second group is selected from employees external to the company; it is assumed to be independent of the company.

Board members can be divided into three categories:

(A) Chairman of the board of directors. He is responsible for ensuring that the work of the council is carried out quickly and efficiently. In fact, he is the leader of the organization. His job is usually to maintain strong relationships with the CEO and other managers, develop the company's business strategy, represent the company to the public and to owners, and maintain corporate integrity. The head is selected from the members of the board of directors.

(B) Executive directors. Approve management plans and budgets, as well as key corporate initiatives and projects. Directors can be both owners of the company and managers recruited from among the employees. They let the other board members know what's going on inside the company. They are also called "internal directors" if they are part of the management team within the company.

(B) Non-executive directors. In terms of setting strategic directions and corporate policy, they have the same responsibilities as executive directors. The difference is that they are not direct participants management team in company. the main objective the presence of such people on the board of directors - obtaining a balanced and impartial vision of the company's prospects.

Team administration directly responsible for the day-to-day management of the company, including monitoring the profitability of the business and the implementation of the business strategy.

1) The CEO, as a rule, reports directly to the board of directors for everything that happens in the company. His responsibilities include implementing the decisions of the board, as well as overseeing the smooth operation of the company. The management team helps him with this. The CEO is often both the president of the company and, accordingly, one of the executive managers on the board of directors (unless he is the head of the board).

2) The COO, often referred to as the senior vice president, is responsible for marketing, manufacturing, sales, and human resources. As a rule, he is “closer” to the real affairs of the company than the CEO. The COO keeps track of what happens on a daily basis in the company and reports back to the CEO.

3) The CFO, also sometimes referred to as the vice president, reports directly to the CEO. He controls financial condition organizations, analyzes and verifies financial data, prepares reports on the financial performance of the company, draws up a budget, monitors costs and expenses. The CFO reports regularly on these matters to the board of directors and also provides information to owners and regulators. He regularly reviews the financial viability and integrity of the company.

The management of a public company, from the board of directors to executive managers, first of all implies concern for maximizing the profits of the owners. In theory, the executive management is responsible for the day-to-day operation of the company and the management of the business, while the function of the board of directors is to adequately represent the interests of the owners. In practice, it turns out that many boards of directors consist entirely of managers.

When investors evaluate a company, it is a good idea to make sure that the board of directors maintains a balance between performers and non-performers. Good signs are the division of roles between the CEO and the head of the board, as well as the presence of comprehensive professional expert support from lawyers, accountants and executives.

Given the state of business in emerging economies, it is quite common for boards of directors to have no top managers (such as CEOs and CFOs) but members of the owners' families or people appointed by them. This does not necessarily mean that investing in such a company will not pay off, but investors should consider whether such a corporate structure will actually work in their interests.

January 29, 2016

Journal "Corporate Finance Management", June 2008 (№3).

Article by the Head of the Consulting Department, Skarednov Yu.V.

The article summarizes the results of a study of corporate structures of private companies, and also shows the experience of the author's participation in restructuring projects. A systematized view of the construction options and individual elements of the corporate structure is given. The list and characteristics of the main types of companies that may be part of the corporate structure are presented.

In the context of constant changes in the economy of industries and market segments, as well as due to

growth of the companies themselves, there is a need for appropriate adaptation of structures to the ongoing changes. At the same time, the top level — the corporate one — is subject to the most significant influence, which is especially important for a business that is a group of companies. The corporate structure of a group of companies in the article is understood as a set of legal entities, directly or indirectly owned by the owner(group of owners), and the system of organizational and legal relationships between them.

Among the most well-known examples of building corporate structures in Russian practice, one can single out the creation of vertically integrated oil companies(VINK), corporations in industries significant for the state (Rosatom, United Aviation Corporation, United Shipbuilding Corporation), it should also be noted the reform of the military-industrial complex. The latest large-scale corporate restructuring project is the merger of a number of industries within the state corporation Russian Technologies, initiated in 2007.

However, in this article we will consider the experience of building corporate structures of small and medium-sized private companies that are not so affected by political factors. The owners of such enterprises are a limited number of individuals.

General approach to building corporate culture

The development of a corporate structure project is, first of all, a search the best option corresponding strategic goals business. Therefore, it is advisable to start any restructuring project with a clear formulation and alignment of a system of strategic business goals. It defines the requirements not only for the corporate structure, but also for other areas of business organization: organizational structure, business processes, personnel, etc.

In our practice, we usually consider the corporate structure as a set of elements, the configuration of which depends on the requirements. These elements are:

ownership system - organizational and legal relations on the basis of which the owner exercises the rights of ownership and business management;
consolidation center or parent company (GC) - a legal entity that owns other legal entities that are part of the corporate structure of the group;
management company (MC) - a legal entity that, on behalf of the owner, manages the legal entities that are part of the corporate structure of the group;
operating companies - legal entities that carry out the main types of activities as part of the group;
Auxiliary companies or services are legal entities that perform service functions (types of activity) solely in the interests of other companies of the group. Auxiliary companies, in particular, may include:
- trading house (TD)— a legal entity that performs the functions of centralized promotion and marketing of products of the group companies and / or centralized procurement of raw materials and materials;
- company assets— a legal entity that carries out the functions of owning significant assets and providing them for use to other companies of the group;
- agency companies— legal entities performing agency functions in the interests of other companies of the group;
- financial company— a legal entity that performs the functions of attracting financial resources and their provision to the group companies;
- personnel center— a legal entity that performs the functions of providing personnel (outstaffing) to the companies of the group.

Decisions on the composition and configuration of the above elements make it possible to form many variants of the corporate structure, to one degree or another satisfying the requirements for it. The choice of the optimal option from all possible ones can be carried out both on the basis of a situational analysis (SWOT analysis) and by factor analysis options.

Determination of corporate structure requirements

As noted above, the requirements for corporate structure are determined by the system of business goals. Examples of such goals include:

expanding the range and increasing production volumes;
entering new sales markets or increasing the share occupied in existing markets;
acquisition of additional assets;
implementation of the first public offerings (Initial Public Offering - IPO) or issue of bonded loans;
ensuring the payment of income to business owners.

Accordingly, the following requirements may be imposed on the corporate structure:

protection of the owners' property rights to their assets;
ensuring the confidentiality of information about business owners;
investment attractiveness of the business or its individual parts;
ensuring the optimal distribution of financial resources for business development;
security effective management business;
optimization of taxation of activities;
optimization of taxation of income received by business owners.

It should be noted that in the context of strengthening tax administration and control and, accordingly, increasing risks associated with the use of certain optimization schemes, there is currently a tendency to build corporate structures that provide an optimal balance between the level of taxation and tax risks.

Another significant direction in the development of corporate construction is associated with the entry of medium and small companies into financial markets, conducting IPOs and issuing bonds. Such companies, as a rule, belong to the third echelon of investment attractiveness, therefore, in order to ensure successful attraction of financial resources, they are faced with the task of building a transparent corporate governance and reporting system, the solution of which is based on a corporate structure scheme.

Measures related to the creation of a new type of structure also provide protection against raiding, the problem of which is exacerbated when the business grows and becomes more attractive.

In all these cases, when the need for restructuring is most pronounced, the corporate structure is subject to mandatory requirements to ensure the protection of property rights, manageability and business development.

Options for organizing elements of the corporate structure

In the existing corporate structures, one can single out such elements as the ownership system, the consolidation center (GC), the management company, the totality of operating and service companies. Analysis of the structure by these elements makes it possible to consistently assess compliance with the requirements for it and make the necessary structural decisions.

Organization of the ownership system

In the Russian practice of building corporate structures, the following options for organizing the ownership system have been formed (see Fig. 1):

direct business ownership in Russia;
possession Russian business through a foreign company;
ownership of Russian business through a foreign company and trust.

We do not consider the case without the formation of an owner company (holding), when the owner (owners) directly owns the shares (stakes) of all group companies.

Direct business ownership in Russian Federation(see Fig. 1a) has a simple and transparent corporate governance system, which allows for high investment attractiveness and business liquidity. However, such a system of ownership is vulnerable to the protection of property, and also does not allow, if necessary, to provide protection of information about the owners.

The organization of an owner company abroad makes it possible to increase the degree of asset protection (see Fig. 1b). The most popular for the location of holdings among top management Russian enterprises are jurisdictions such as Cyprus and the British Virgin Islands that are classified as offshore. Previously, such jurisdictions also allowed

close access to information about the ultimate owners-beneficiaries ( Beneficiary - the person to whom the cash payment is intended; recipient of money, benefits, profits, income. In trust operations, a person in whose favor the trust management of his property is carried out.), but recently there have been changes in the legislation of these countries that exclude such a possibility (in particular, the rejection of the institution of bearer shares).

In general, we can say that the time of offshores is passing: the laws of the EU countries regarding the placement of holding companies are becoming closer and closer to the laws of offshore states. In particular, the EU directives "On maternal and subsidiaries” and “About the Merger” provide significant tax incentives for dividends and capital. On the other hand, many offshore companies bring their legislation in line with European standards. Other offshore companies are becoming an object of close attention of both foreign and Russian tax and other regulatory authorities, and are also sources of increased reputational risks and reduce the investment attractiveness of a business.

Under these conditions, in order to ensure maximum protection of property rights and optimize taxation, it is advisable to choose a jurisdiction to locate the owner company, taking into account the following requirements:

lack of jurisdiction in the "black lists" of Russian and foreign supervisory authorities;
the existence of an agreement on the elimination of double taxation with the Russian Federation;
preferential conditions for taxation of dividends and capital.

At the same time, the protection of information about the owners, if necessary, can be carried out by concluding a trust agreement in relation to the shares of the owner company (see Fig. 1c). The ownership trust scheme assumes that the owner of the business transfers the shares of the owner company on the basis of the Declaration of Trust (Declaration of trust) to the trustee (trustee). The trustee can be either a trusted individual or a trust company.

The specificity of trust ownership lies in the fact that the title of ownership passes to another person (trustee) for the entire period of the trust (the term may be unlimited). Thus, for third parties, the trustee is the owner of the property transferred to the trust, while the right to income from property ownership belongs to the beneficiary - the owner of the business. When concluding a trust agreement, a separate study requires the issue of ensuring the rights of business management on the part of the beneficiary.

It should be noted that in order to optimize tax and other risks, it is possible to organize parallel ownership structures. At the same time, two de facto interconnected parts of the business are independent and de jure unaffiliated for an external observer (see Fig. 2).

This ownership scheme allows organizing the redistribution of financial resources through the use of transfer pricing without the associated risks. Also, in accordance with this scheme, the business can be divided into parts with different levels of commercial, tax and other risks.

Business Consolidation

In a simplified version, business consolidation in a group of companies is carried out in the owner company, which in this case becomes the parent company - the GC. This is primarily characteristic of direct business ownership in Russia (see Fig. 1a). In the case where the ownership system is implemented through a non-resident owner company, the business, as a rule, is consolidated in the Russian GC (see Fig. 3a).

Consolidation of business within the framework of the existence of a single group of companies allows building a transparent system of corporate governance and increases its investment attractiveness. In particular, it becomes possible to conduct an IPO, attract a strategic investor and, if necessary, the likelihood of a full effective sale business.

In the case when the business includes several areas, it is possible to create separate sub-holdings (see Fig. 3b). Such a division can be carried out according to the following features:

product - organization of sub-holdings for the creation and sale of various product groups;
technological - the organization of sub-holdings for various stages of production in the case when each of the directions has a sufficient number of independent suppliers and / or consumers;
geographical - organization of sub-holdings according to the territorial principle.

Separation of sub-holdings also allows streamlining the management system and financial flows of the group, as well as focusing resources on each of the areas of development. In addition, it becomes possible to attract investments for certain parts of the business. If necessary, each of them can be implemented independently of the entire business. In general, the consolidation of one or another part of the business can be carried out for:

implementation of plans for the development of this part of the business (for example, the creation of a group of companies to implement investment projects acquisition and/or construction of new production facilities);
ensuring investment attractiveness and attracting resources for development;
organizational separation and distribution of risks between different parts of the business.

A typical example of such a corporate structure is the Cherkizovo group of companies, the leading Russian manufacturer meat products and semi-finished products. The creation of this holding began in the early 1990s. after the acquisition by a group of private individuals of Cherkizovsky Meat Processing Plant OJSC and effective anti-crisis measures. In addition to reorganizing the plant and making it a leader in the Moscow market, the owners increased the group's assets by acquiring other meat processing plants, creating a regional distribution network, and forming a diversified resource base. Since the mid 1990s. the process of restructuring and building a modern corporate structure began, the purpose of which, among other things, was to conduct an IPO on international capital markets. As a result, Cherkizovo Group of Companies currently has an orderly corporate structure that differs high efficiency management and the ability to attract financial resources (see Fig. 4).

The features of the corporate structure of the Cherkizovo group of companies are:

owning a business with the help of an offshore company in Cyprus;
organization of a single group of companies in Russia, which performs the functions of centralized management (through the management company), and also places the group's securities on the stock market (attracting foreign and Russian investors);
organization of two sub-holdings: raw materials (pigs, poultry, feed production) and meat processing (production of meat products and semi-finished products);
consolidation of each of the sub-holdings into a group of companies that performs the functions of centralized management of the relevant area;
the presence in each of the directions of a centralized sales division - a trading house.

Organization of the management system

For the implementation of operational management of a business or a separate business area in the corporate structure, as a rule, a specialized management company is allocated. In this case, the following options are possible (see Fig. 5):

MC outside the main corporate structure;
a separate management company as part of a corporate structure;
vesting the functions of the MC of the parent company (GC = MC).

Direct ownership of the management company (see Fig. 5a) is organized, for example, in such groups as EAST Line (the management company of Domodedovo airport) and Inmarko (the leading ice cream producer in the east of the country).

Such a management system makes it possible to avoid explicit affiliation and remove management risks from the group's assets. However, there is a need to ensure legal framework to exercise control. One of the options for solving this problem is to empower the management company with the functions of the sole executive body in the companies of the group. It should be noted that this scheme allows you to quickly redistribute funds to pay income to business owners both in the form of a dividend and in the form of remuneration for the performance of duties in the management bodies of the management company.

An MC created within the main corporate structure has similar properties (see Fig. 5b). But at the same time, there is an affiliation of the management company with other companies of the group and the need for a more thorough study of the legal grounds and issues of financing the management company.

The highest investment attractiveness, the presence of the necessary legal grounds, and high management efficiency are possessed by a corporate structure in which the GC performs the functions of a management company (see Fig. 5c). In the structure of the Cherkizovo group of companies discussed above (see Fig. 4), all parent companies are vested with the functions of the managing company with various powers: the central group of companies and the group of companies of subholdings.

However, there are risks of spreading claims against one of the group companies to the GC and, accordingly, to other group assets.

In general, the choice of organizing a group management company depends on the priorities of the owners in terms of the optimal risk management of the business and its investment attractiveness.

Composition and roles of operating and service companies

The composition of operating units in the corporate structure is determined by the group's production strategy. The main one is the question of the independent implementation of one or another technological process or about transferring it to outsourcing. In addition, production units are usually the main asset of the group, determining its positioning and development.

The composition and appointment of service companies are determined by three main factors:

the need to centralize functions in the group;
the need to redistribute financial resources;
tax optimization requirements.

The most common in corporate structures are the following types service companies.

Trading house, which allows you to organize centralized sales and / or purchases, implement a unified policy of promotion on the market, accumulate financial resources for brand promotion and development of the sales system, remove risks from the main production assets of the group.
Company Assets, which allows you to protect essential assets (fixed assets, trademarks, etc.) from the risks of claims. In some cases, the registration of enterprises that own trademarks and other intangible assets in offshore jurisdictions is used, which makes it possible to increase the degree of their protection, as well as to optimize taxation by organizing a flow of royalties.
Agency companies operating under the simplified taxation system (STS) and allowing for the prompt redistribution of financial resources to pay income to owners when optimal level taxation. In this case, the economic feasibility of the presence of such companies in the business scheme should be justified (for example, searching for customers in the regions), and affiliation with the main group of companies should be eliminated.
Personnel center, which can also work under the simplified tax system and provide outstaffing services to the main business, including in order to optimize taxation.
A financial company created to raise funds, in particular, to issue bonded loans. The creation of such a specialized enterprise makes it possible to limit the risks of creditors' claims at the expense of the assets of guarantor companies. However, from the point of view of investment attractiveness, the most effective option is to attract financial resources by parent companies, which is confirmed by the experience of successful placement of securities by the Cherkizovo group of companies and other private companies.

It should be noted that when organizing service companies, in order to optimize taxation, it is necessary, firstly, to have a clear justification economic feasibility their creation and activities, and, secondly, the observance of such conditions in the implementation of operations, the legitimacy of which will not raise doubts with the tax authorities.

Thus, solutions for individual elements used in practice make it possible to build various configurations of the corporate structure that correspond to the strategic business goals of the owners. The choice of the optimal variant can be made on the basis of comparative analysis or using factor analysis tools.

Conclusion

In conclusion, it should be noted that, in general, there is a tendency to simplify and systematize the corporate structures of private companies due to:

reducing the number of legal entities through mergers and consolidation by type of activity;
elimination of cross-ownership of shares within the group;
reduction of ownership levels in the operating part within individual business areas;
withdrawal of non-core assets to separate divisions.

In general, methods of corporate structuring can improve the efficiency of business management, its investment attractiveness, economic security and optimize taxation while maintaining an acceptable level of risk.

The main provisions that determine the choice of leaders of construction organizations in favor of organizational structures of a corporate type

As you know, corporations, like individual enterprises, develop. Therefore, after some time, the number of enterprises and firms in the association may reach not a few units, but several tens, and then, in order to maintain manageability, an additional grouping of enterprises and, accordingly, a change in the organizational structure of the corporate association will be required. Such a change usually occurs through the decentralization of corporate management functions and the transition to a divisional organizational structure.

To do this, managers must have a clear, acceptable to all concept of organizing the future of the corporation. At the same time, a variety of factors influence the strategic choice organizational structure corporate culture process of formation, adoption and implementation of managerial decisions context (corporation development history, its specifics) (See Fig. 1. 9).

The organizational structure of corporate governance may consist of four blocks, as, for example, in OAO Tatneft. The first is the corporate governance department, whose main functions are the creation, maintenance and improvement of corporate governance development, organization and implementation of the company's corporate policy

Methodology / / Organizational / Structure / Corporate / Standard Means / / Automation)) Training)

Success corporate networks is based on their ability to achieve price advantages over independent traders by increasing sales volume and reducing markups. Networks ensure their profitability in several ways. Firstly, their size allows them to purchase large quantities of goods, receiving maximum discounts for quantity, and at the same time save on transport costs. Secondly, they are able to create effective organizational structures by hiring good managers and developing special techniques in the field of sales forecasting, inventory management, pricing and promotion. Third, chains are able to combine wholesale and retail functions, while independent retailers have to cooperate with many wholesalers. Fourth, chains save on promotional costs by purchasing advertising that benefits their stores and spreading the cost of advertising over large quantities of products. And fifth, chains give their stores a certain amount of freedom to accommodate local consumer preferences and compete successfully in local markets.

Let us trace the history of development, the evolution of organizational structures and highlight their main forms. The linear-functional form of organization, which appeared at the end of the 19th century, has been actively developing since the beginning of the 20th century. It allowed many companies to achieve the required size and efficiency, to respond to the needs of a growing domestic market. The divisional form of organization appeared shortly after the First World War and spread rapidly in the 1940s and 50s. This form is characterized by the fact that individual brands and models of products are differentiated mainly by goals, product divisions operate as almost autonomous companies, producing products for their customers, and corporate management acts as a financial investor and body orienting to new markets.

At present, in Russia, in the conditions of development market methods management of the economy, the role of associative forms of activity and integrated structures of enterprise management is increasing. New forms of integration of economic entities are being approved 1) by entering enterprises into vertical structures (corporate groups), reorganized from industry structures or created anew 2) based on the formation of horizontal associative formations. Both in the first and in the second case, the necessary coordination and organizational and financial interaction are provided, effective systems of technological development, a sustainable market strategy, and resource support for corporate financial institutions are created.

For example, an international computer company with branches in China has transformed its flat organizational structure into a circular one. And the Chinese international chemical firm completely abolished all sorts of hierarchy, making the manager just one of the participants in the production process. This approach is called a centerless corporation, or network organization. These structures reflect real work processes - processes established and introduced into the corporate culture by managers. Structural diagrams were used primarily to reinforce the work processes (industrial and personnel) and cultural changes that were brought about under the leadership of managers.

Accounting complex of the corporate information system for managing an economic entity. This class of systems is described earlier in 2.2. Recall that the accounting component here is only a component of the general management system, which functions in concert with other management subsystems. In terms of its functions and construction, the accounting component is similar to the accounting complex class, but problems of interaction with other functional subsystems are added. They are oriented towards the average large enterprises and enterprises with a complex organizational structure, including remote branches.

The main condition for mastering the art of marketing management is understanding the secrets of strategic planning. Organizational structure of the majority large companies includes four corporate levels, division level, business unit level and production line. The head office of the company is primarily responsible for the formation of a corporate strategic plan that directs the activities of the company as a whole to achieve profit in the long term. The headquarters makes decisions about supporting the company's divisions, as well as about new lines of business or the closure of unpromising ones. Each division develops its own plan, which determines the proportions of the distribution of funds in the areas of its activities. The strategic plan of the business unit aims it at long-term profitable work. Finally, at the product line level within the business unit, a marketing plan is developed to achieve goals in a specific market segment.

Any organization is first of all a human system, a special living organism. Sometimes the organizational structure of an organization is called the skeleton of the organization, and its corporate culture is called the soul of the organization. From this, it is easy to understand the importance of aligning each strategic change with the existing corporate culture.

Conventionally, the adaptation process can be divided into four stages. - 1. An assessment of the level of preparedness of a beginner is necessary to develop the most effective adaptation program. If an employee has not only special training, but also experience in similar departments of other companies, the period of his adaptation will be minimal. However, it should be remembered that even in these cases, the organization may have options that are not familiar to it for solving problems already known to it. Since the organizational structure depends on a number of parameters, such as the technology of activity, external infrastructure and personnel, the newcomer inevitably finds himself in some degree unfamiliar to him. Adaptation should involve both familiarity with the production characteristics of the organization, and inclusion in communication networks, familiarity with the staff, corporate features communications, rules of conduct, etc.

Levels of change - the stages of transformation of significant elements of corporate culture (knowledge, relationships, individual or group behavior), described in the language of costs for their implementation. Organization design factors - parameters of the external and internal environment, which must be taken into account when creating a project of the organizational structure.

The organizational component of the survival strategy includes the entry of enterprises into vertical structures (corporate groups) and the creation of various horizontal associations of enterprises.

The most promising in terms of building corporate communication solutions for organizational structures distributed over a large territory of the country is a telephone communication system and regional computer network solutions with public access, organized on its basis. At present, the long-distance communication system is based on the use of relatively modern quasi-electronic stations of the Kvant series, which make it possible to dial a subscriber's number without the participation of operators using uniform long-distance codes. The use of these stations makes it possible to organize an automated exchange of information over dial-up communication channels using computers equipped with telephone modems and appropriate communication application software. At the same time, the exchange rate reaches very significant values - from 1200 to 28,000 baud and more (in dedicated communication channels, the data transfer rate can reach 1.5 Mbod).

The most important and complex task of corporate governance is, on the one hand, the development of a strategic direction for the development of the holding, FIG, and, on the other hand, its real linkage to the existing resource potential of the company. Achieving this is possible only on the basis of maintaining the life-supporting parameters of the company in the long term. They are the areas of the company's business the organizational structure of management the most important product groups and consumer segments the structure and magnitude of the potential (tangible and financial assets, capacities,

2.1 The essence of the concept of "corporation". Main advantages, principles of corporatization. Types of corporate structures

A corporation is an organization recognized as a legal entity, based on the pooling of capitals and, consequently, legal and individuals, for certain purposes, providing for shared ownership and carrying out socially useful activities, as well as characterized by a significant concentration of management functions at the top level of management. From this definition it follows that a corporation is a collective entity with certain features:

1) union of persons, subordinate group interests(combined education);

2) pooling of capitals;

3) various fields of activity (production wealth), finance, trade, extraction and processing of raw materials;

4) the status of a legal entity, confirmed by the fact of registration.

In the modern world economy, corporations are being consolidated and strengthened due to certain advantages that they have:

a) the possibility of implementing large capital-intensive projects as a result of the concentration of resources;

b) increasing the material interest of the participants in achieving the ultimate goal;

c) an increase in the quality level of project development;

d) cost reduction by optimizing the management structure, increasing flexibility, automating production and management;

e) growth of competitiveness as a result of strengthening market positions due to best quality, lower prices, as well as by optimizing relations with suppliers, consumers;

f) market dominance due to restrictions on competition;

g) reduction of financial and economic risks in connection with the diversification of production;

g) expanding the base of scientific research and accelerating scientific and technical progress;

h) concentration of economic and, as a result, political power to protect corporate interests before the state apparatus.

characteristic feature corporate structures is the presence of the head parent company, which accumulates resources and uses them in priority areas of development. At the same time, the parent company can delegate a number of powers to dependent companies, forming feedback from them to generalize and regulate the company's strategy as a whole.

The corporatization processes are based on the principles of cooperation, centralization and concentration. The principle of cooperation is a form of association of participants, as well as resources for the purpose of implementing scientific, technical, marketing and other developments, assuming the preservation of the legal independence of individual subjects of the corporation, and in some cases, economic independence. The principle of centralization means strengthening the power functions of the head parent company, which is the head of the entire corporate entity. However, this does not exclude, and in some cases enhances, the processes of delegation of authority to dependent and subsidiaries. The principle of capital concentration expands the possibilities for the implementation of various functions, but at the same time there is a loss of certain aspects of independent economic activity companies belonging to the company.

Depending on the direction of integration (cooperation), corporate associations are distinguished:

horizontal;

vertical;

conglomerate types.

Horizontal integration is the union of enterprises in the same industry in order to limit competition.

Vertical integration is an association of enterprises from different fields and industries, but connected by a common production process.

A conglomerate association means an association of enterprises from various industries that are not connected by a single production process.

Participation system.

The basis for the integration of modern corporate structures is the participation system, which allows for the unified control of subsidiaries and independent enterprises by parent companies due to the ownership of a certain block of shares. The participation system involves several forms of control of dependent and subsidiaries of the enterprise:

1) full control when the company belongs to one person (legal or natural).

2) control based 50% + 1 share.

3) control based on ownership of 10% - 50% of the shares, when the shares are scattered among many participants.

4) Control based on subordination, which involves the strategic management of the parent company by subsidiaries through a controlling stake, and they in turn exercise control over their subordinate enterprises, etc.

5) Mutual control due to the system of cross-ownership of shares between several enterprises.

2.2 The mechanism of functioning of the corporation.

The functioning mechanism of a corporation is a time-ordered business operation by a set of legal entities engaged in business activities to develop and bring products to the end consumer within the entire technological chain or sets of technological chains within a number of business projects.

To implement a business project, the parent company must agree with subordinate companies production, technological, information and management chains.

To manage the functioning of chains, the following should be created:

1- Communication systems between the governing body of the corporation and technological chains, as well as subordinate companies;

2- Calculations of planned tasks for the allocation of fragments of technological chains by individual enterprises of the corporation.

The planning process is carried out in 3 stages:

Stage 1 - the sequence of inclusion in the business project of activities is determined individual enterprises corporations;

Stage 2 - Designing a schedule for the implementation of each business project in terms of time, deadlines, participants, stages;

Stage 3 - Design financial flows(inflow and outflow of financial resources, consolidation of profits in the parent company or decentralization of profits, lending to individual enterprises).

The result of all 3 stages is organizational plan, which in addition to organizational issues chain management also contains calculations of the economic efficiency of a business project.

Besides important element The mechanism of the functioning of the corporation is a system of material incentives, which maintains a balance of interests of participants and enhances their motivation.

2.3. Brief description of organizational and legal forms of corporate construction.

In domestic legislation, the concept of a corporation as an organizational and legal form is not defined. However, there are rules governing the activities of commercial and non-profit organizations. In this regard, the subjects of the corporation and the corporation itself as a commercial organization can be formed in the form of various organizational and legal forms that differ:

The composition and status of the founders (owners);

A measure of responsibility for the undertaken obligations;

Distribution of income or losses from the results of economic activity;

management organization;

Terms of reorganization and liquidation;

Composition of constituent documents.

Unitary enterprises have one founder, being a fragment of the technological chains of the corporation. The measure of responsibility for the assumed obligations extends to the property of the enterprise. The distribution of income and losses is carried out on the basis of the charter and the system of material incentives. Management is carried out by the owner through a director appointed by him. Reorganization can be carried out with an increase in the number of owners, and liquidation - at the initiative of the owners, the court or the registration authority as a result of bankruptcy, violation of the law. Founding document- charter.

A general partnership may be created by two or more owners. It can be both a fragment of the technological chain and the basis for the structuring of a corporation. As owners can be individual entrepreneurs and commercial organizations. Distribution of income and losses -- in proportion to the contributions of the owners to the statutory fund. Management is carried out through the consent of all owners. Reorganization can be carried out if only one participant remains in the partnership. Liquidation at the initiative of the owners, the court or the registration authority as a result of bankruptcy, violation of the law. The founding document is the founding agreement between the participants.

A limited partnership operates in the legal field of a full partnership, but with a number of exceptions. It allows additional capital investors (limited partners) who do not participate in management and are liable for the obligations assumed only within the limits of their contributions. 2nd exception - a limited partnership can function if only one owner and one limited partner remain in its composition.

LLC can be organized by individuals and legal entities. It can be both a fragment of the technological chain and the basis for the structuring of a corporation. The measure of responsibility is within the limits of the property of the enterprise. The minimum number of owners is 2. Income and losses are distributed in proportion to the contributions of the owners. The supreme governing body is the general meeting of owners, which appoints executive agency management and forms a supervisory board. Reorganization - with the number of owners less than 2. Liquidation may be initiated by the owners, a court or a regional body as a result of bankruptcy, violation of the law. Constituent documents - 2 (charter, memorandum of association).

ALC operates in the legal field of LLC, but liability for the obligations assumed extends to the personal property of the owners and, therefore, this organizational form has a weak foundation for corporate building.

The most common organizational and legal form in the corporate structure is a JSC, which is established by individuals and legal entities. The number of shareholders is at least 2. JSCs can be open or closed. JSC, the participants of which may alienate their shares with the consent of other shareholders and a limited circle of persons, is Closed. An open joint-stock company (OJSC), on the contrary, allows the alienation of shares without restrictions.

The measure of liability for assumed obligations is within the limits of the value of the Shares. The distribution of income in the form of dividends is carried out depending on the profitability of the JSC (with the exception of preferred shares and bonds). The supreme governing body is the meeting of shareholders, which appoints the executive body (management board, supervisory board (with more than 50 shareholders) and the audit commission).

Constituent documents 2:

Memorandum of association.

JSC is reorganized if the number of shareholders is less than 2.

The cooperative is organized by shareholders in the amount of at least 3. The measure of responsibility for the undertaken obligations is within the limits of the amount of share contributions. The distribution of income is in accordance with the labor contribution of each. The supreme governing body is the general meeting of members of the cooperative, which elects: the board and the chairman. The cooperative is reorganized when the number of participants is less than 3. Reorganization and liquidation is carried out by decision general meeting. The founding document is the charter. A cooperative can only be a fragment in the technological chain of a corporate device.

A corporate association may include subsidiaries and affiliates. A business company is recognized as a subsidiary, if another economical society(parent company), by virtue of its predominant participation in the authorized capital, has the ability to determine the decision taken by such a company. A business company is recognized as a dependent company if another business company ( main company) has the same number of votes in the highest governing body dependent society, sufficient to reject any undesirable solution.

Vinnitsky DV, doctoral student of the Ural State Law Academy, candidate of legal sciences.

Modern economists pay attention to high level monopolization Russian economy, on trends indicating the consolidation and strengthening of a number of corporate associations operating in the domestic market. From an economic point of view, these processes can be assessed in different ways. At the same time, it should be noted that the concentration of capital and the formation of corporate associations with a complex structure is a common feature inherent in the economies of all industrialized countries. Russia is no exception in this respect.

From a legal point of view, associations with a complex corporate structure can be formed within a single legal entity or act externally as a whole group of interdependent legal entities. In particular, a legal entity is able to increase its property base and create a complex internal organizational structure through the formation of branches and representative offices (separate divisions). Moreover, the latter, naturally not possessing civil legal personality, will not be able to act in civil circulation on their own behalf. Another way of development of a corporate association is its formation as holding company uniting a group (groups) of interdependent legal entities. In this case, a complex corporate association (as a whole) is not recognized as a legal entity under the current civil legislation of the Russian Federation, however, its individual parts (legal entities) formally get the opportunity to act independently in civil circulation. In general legal terms, the concept of "corporate association with a complex structure" is applicable, in our opinion, to both of these forms of legal consolidation of the structure of a corporation.

1. The concept of a corporate association with a complex structure in tax law

In Russian tax law there is no general concept of taxation of corporate associations with a complex structure. When regulating the rights and obligations of collective entities capable of acting as a taxpayer, tax code RF (TC RF) is based on the concept of organization. According to paragraph 2 of Art. 11 of the Tax Code of the Russian Federation, an organization is, in particular, legal entities formed in accordance with the legislation of the Russian Federation (Russian organizations). From this norm it can be seen that, in relation to domestic corporate associations, the concepts of "organization" and "legal entity" act in tax law almost as identical<*>.

<*>On some exceptions to this rule, we dwelled in detail earlier: Vinnitsky D.V. Subjects of tax law. M., 2000.

The concept of organization used by the Tax Code of the Russian Federation is unable by itself to take into account the degree of complexity of the structure of a particular corporate association. The recognition by the tax legislation of one or another corporate association as an organization means only that certain tax obligations can potentially be imposed on it, in particular, the obligation to calculate and pay tax. At the same time, the structure of a corporate association actually has a significant impact on the taxation process in cases where it causes the association's activities to spread over the territory of several constituent entities of the Russian Federation or municipalities. In such cases, the question arises of the distribution of shares of taxes due to regional and local budgets between the respective administrative-territorial units.

Thus, the concept of a corporate association with a complex structure acquires its own special branch coloring in tax law. In relation to tax law, the structure of a corporate association can be recognized as complex only if it causes the spread of the activities of a corporate association over the territory of several administrative-territorial units.

2. Constitutional grounds for specific features of taxation of corporate associations with a complex structure

Features of the taxation of corporate associations with a complex structure are due to the principle of tax federalism, which has a constitutional and legal basis. In turn, the significance of the principle of federalism in Russian tax law is directly related to the state structure, with the need to ensure a balance of national interests and the interests of the constituent entities of the Russian Federation in the field of taxation. The following essential provisions characterizing the principle of federalism, expressed in the Russian Constitution, are distinguished: the state sovereignty of Russia, the unity of the system of state power, the equality of the constituent entities of the Russian Federation, the unity of the constitutional legal system, the delineation of the subjects of jurisdiction and powers between the state authorities of the Russian Federation and the state authorities of the constituent entities of the Russian Federation, independence local government. Taking into account paragraph 1 of Art. 8, paragraph 1 of Art. 74, p. "h" Art. 71, sub. "and" paragraph 1 of Art. 72, paragraph 3 of Art. 75, paragraph 2 of Art. 76, paragraph 1 of Art. 132 of the Constitution of the Russian Federation and the practice of the Constitutional Court of the Russian Federation, one can name some relatively independent requirements arising from the principle of tax federalism: 1) the inadmissibility of establishing taxes and fees that violate the single economic space of the Russian Federation; 2) the priority of federal legislation on taxes and fees over regional and local; 3) coordination of federal, regional and local interests when establishing taxes and fees; 4) a fair delimitation of tax jurisdictions of various constituent entities of the Russian Federation (municipalities).

The topic of this article determines the interest in such an element of the principle of tax federalism as the requirement for a fair delimitation of tax jurisdictions of various subjects of the Russian Federation (municipalities). Indeed, when a taxpayer or a group of interdependent taxpayers (legal entities - members of the same holding company) operate on the territory of several constituent entities of the Russian Federation or, more commonly, on the territory of several municipalities, the problem of an economically justified distribution of shares arises. federal taxes, coming respectively to the regional and local budgets, as well as the distribution of revenues from regional and local taxes between the administrative-territorial entities, on the territory of which the activity was carried out. This problem needs to be considered in relation to various forms legal consolidation of the complex structure of the corporation.

3. Features of taxation of legal entities with separate subdivisions

In accordance with the Tax Code of the Russian Federation, which entered into force on January 1, 1999, branches of representative offices and other structural units Russian legal entities are not independent taxpayers. Article 19 of the Tax Code of the Russian Federation establishes that, in the manner prescribed by the Tax Code of the Russian Federation, branches and other separate divisions Russian organizations perform the duties of these organizations for the payment of taxes and fees at the location of these branches and other separate divisions. In part two of the Tax Code of the Russian Federation, this rule is specified.

Paragraph 2 of Art. 11 of the Tax Code of the Russian Federation defines the concept of a separate subdivision of an organization. A separate subdivision of an organization is any subdivision that is territorially separated from it, at the location of which stationary workplaces are equipped. A separate subdivision of an organization is recognized as such regardless of whether or not its creation is reflected in the constituent or other organizational and administrative documents of the organization, and on the powers vested in the specified subdivision.

Thus, paragraph 2 of Art. 11 of the Tax Code of the Russian Federation as a special feature of a separate subdivision in tax law indicates the presence of stationary jobs. This term is found in departmental regulations governing labor Relations. At the same time, jobs are divided into mobile (route, guard), mobile (jobs with indefinite boundaries of the working area and intended to perform work, the need for which arises in various places of production) and stationary.<*>. However, the cited article of the Tax Code of the Russian Federation does not in any way connect the concept of a stationary workplace with the working conditions of workers; according to the specified norm workplace is considered stationary if it is created for a period of more than one month.

<*>Letter of the Ministry of Labor of the Russian Federation of January 24, 1995 N 134-VK "On recommendations for the development of a list of permanent jobs."

Further, attention should be paid to separate provisions of part 2 of the Tax Code of the Russian Federation, specifying the above-mentioned provision of Art. 19 of the Tax Code of the Russian Federation. So, paragraph 2 of Art. 288 of the Tax Code of the Russian Federation establishes that the payment of advance payments, as well as the amounts of income tax to be credited to the revenue side of the budgets of the constituent entities of the Russian Federation and the budgets of municipalities, is made by taxpayers - Russian organizations at the location of the organization, as well as at the location of each of its separate divisions based on the share of profit attributable to these separate divisions, defined as the arithmetic average specific gravity average headcount employees (or labor costs) and share of residual value depreciable property of this separate subdivision, respectively, in the average number of employees (or in labor costs) and the residual value of depreciable property as a whole for the taxpayer. The following are also aimed at solving the problem under consideration: Art. 175 of the Tax Code of the Russian Federation regarding the payment of VAT at the location of separate divisions of the organization, clause 7 of Art. 226 of the Tax Code of the Russian Federation regarding the obligations of tax agents of Russian organizations with separate subdivisions to transfer the calculated and withheld amounts of income tax, clause 8 of Art. 243 of the Tax Code of the Russian Federation regarding the payment of a single social tax at the location of a separate subdivision, as well as a number of other norms.

Summing up, we can formulate the following conclusion: the peculiarities of taxation of Russian legal entities with separate subdivisions ultimately come down to the specifics of the procedure for calculating and paying individual taxes, which ensures an economically justified distribution of the shares of these taxes (profit tax, a single social tax, tax on property of enterprises and organizations, etc.) between the budgets of administrative-territorial units, on the territory of which general corporate activities are carried out.

4. Features of taxation of holding companies: Russian practice and foreign experience

Certain features of taxation in force tax law provides for holding companies. The creation of holding companies is undoubtedly one of the most common forms of vertical integration various corporate associations (legal entities). However, it must be recognized that the legislation does not provide systemic regulation legal status holding associations. Project development federal law"About holdings" was not a success<*>. Basic normative document laying the foundations for the regulation of corporate relations, - Civil Code RF passes over in silence the problem of holdings. However, Russian legislation contains a number of acts regulating their legal status. As an example, we can name the temporary Regulation "On holding companies created during the transformation state enterprises in joint-stock companies" <**>. According to clause 1.1 of this Regulation a holding company is an enterprise, regardless of its organizational and legal form, whose assets include controlling stakes in other enterprises<***>.

<*>Shitkina I. Corporate governance and corporate control in a holding company // Economy and law. 2003. N 3. S. 36.
<**>Approved by Decree of the President of the Russian Federation "On measures for the implementation of industrial policy in the privatization of state enterprises" dated 11/16/92. N 1392.
<***>The scientific literature also offers the following "working" definition: a holding company is an organization that owns a controlling stake in other firms. Belykh V.S. Holding companies in the Russian Federation // Legal Bulletin. 1998. N 14. S. 13.

In the field of tax law, a holding as a financial complex (industrial and economic) or as a set of interrelated legal entities is not considered as a special subject of law. The concepts of "consolidated group of taxpayers" or "consolidated taxpayer", although they were encountered in some drafts of the Tax Code of the Russian Federation, were not finally enshrined in its adopted and published version. Given this, the term "organization", defined in Art. 11 of the current Tax Code of the Russian Federation cannot be used to designate a holding as a set of related legal entities.

At the same time, a holding company in the narrow sense given word, i.e. as parent company<*>, and other organizations (legal entities) as members of the holding have certain specifics in the content of tax rights and obligations. This is confirmed, for example, in the analysis of Art. 20 of the Tax Code of the Russian Federation. In accordance with clause 1 of this article, organizations are recognized as interdependent persons for tax purposes, the relationship between which may affect the conditions or economic results their activities or the activities of the persons they represent. In particular, organizations are recognized as interdependent if one of them directly and (or) indirectly participates in another organization and the share of such participation is more than 20%.

<*>Belykh V.S. Decree. op. pp. 13 - 14.

In accordance with paragraphs. 1 p. 2 art. 40 of the Tax Code of the Russian Federation, the tax authorities have the right, when exercising control over the completeness of the calculation of taxes, to verify the correctness of the application of prices for transactions if they are concluded between related parties. When the prices of goods applied by the parties to the transaction deviate (in one direction or another) by more than 20% from the market price of identical (homogeneous) goods, the tax authority has the right to make a reasoned decision to charge additional tax and penalties calculated in such a way as if the results of these transactions were valued at market prices. Article 40 in paragraphs 4 - 12 regulates in detail the procedure and mechanisms for determining the transaction price in the relevant case. Thus, the parent holding company and other controlled subsidiary legal entities (organizations) have some specifics in the content of tax legal personality. When determining the amount of their tax obligations, the tax authorities have the right to carry out additional control measures in relation to them and by calculation to determine the taxable base for certain business transactions.

As another provision of the Tax Code of the Russian Federation, illustrating the specifics of the legal status of legal entities - members of the holding in the field of tax law, one can name subpara. 16 p. 1 art. 31. According to this provision, tax authorities have the right to bring claims to courts of general jurisdiction or arbitration courts for the collection of debts on taxes, fees, relevant penalties and fines to budgets (off-budget funds) that are more than 3 months old for organizations that are in accordance with civil by the legislation of the Russian Federation by dependent (subsidiary) companies (enterprises), from the respective main (prevailing, participating) companies (partnerships, enterprises), when the latter's bank accounts receive proceeds for goods (works, services) sold by dependent (subsidiary) companies (enterprises) , as well as for organizations that, in accordance with the civil legislation of the Russian Federation, are the main (prevailing, participating) companies (partnerships, enterprises), from dependent (subsidiary) companies (enterprises), when their bank accounts receive proceeds for goods sold (works, services) of the main (prevailing, participating) companies (partnerships, enterprises). Thus, the Tax Code of the Russian Federation provides, under certain additional conditions mutual subsidiary liability of legal entities - members of the holding for overdue tax debts.

However, the main problem to be considered within the framework of this article is determined by the ability of the holding company to carry out its activities on the territory of several subjects of the Russian Federation (municipalities). Of course, this "ability" in itself cannot be elevated to the rank of a mandatory feature of any holding association. We are talking only about some general pattern related to the fact that the concentration of capital and the formation of large holding structures, as a rule, go in parallel with the expansion of the territory of the company and its expansion beyond the boundaries of one separate region. This again raises the problem of ensuring the implementation of the principle of tax federalism in the taxation of legal entities - members of the holding - a problem that, unfortunately, has not received sufficient reflection in the norms of the Tax Code of the Russian Federation. The current legislation of the Russian Federation does not contain any rules on the distribution of tax revenues between one-level administrative-territorial entities in cases where a group of interdependent taxpayers operates, for example, on the territory of several constituent entities of the Russian Federation.

As an example effective solution this problem can be referred to the American experience. It offers us quite interesting concepts<*>. In particular, in the United States, the so-called unitary principle has been formed, according to which, for the purposes of income taxation, individual commercial legal entities are considered (“identified”) as a whole.<**>.

<*>See, for example: Sullivan T. Note. The future of state unitary taxation of foreign-owned U.S. subsidiaries after Barclays Bank PLC v. Franchise Tax Board // Geo. wash. J. Int "l L. & Econ. 1995. Vol. 28. P. 693.
<**>Waterland L.J. note. Container Corporation of America v. Franchise Tax Board: The Supreme Court Encourages Apportionment Taxation // Wm. & Mary L. Rev. 1985. N 26. P. 683 - 685; Sullivan T. Op. cit. P. 691.

“According to this principle,” writes the American specialist T. Sullivan, “some commercial legal entities are considered as interdependent parts that rely on each other in their activities and that contribute to the profitability of each other’s activities. For example, corporation "A" can locate all of its marketing services in the "X" state, and all of its production in the "Y" state. Most likely, the corporation will report no income earned by marketing services in the "X" state. The corporation may actually report a net loss because the marketing organization itself does not generate any revenue while it incurs the costs of maintaining production in the Y state. Thus State "X" provides services to Corporation "A" without any income tax remuneration.

To solve this problem, the principle of "unitarianism" provides that marketing and production organizations in this example should be treated as a single business (subject). This will properly reflect the relationship of "symbiosis" between them". The principle of "unitary" therefore differs from the traditional practice in the United States, "formal" (arm "s length), or "separate" (separate accounting), a method that considers marketing organizations as separate, unrelated legal entities<*>. Under the formal or separate method, Corporation "A" has the right to report income in each of these states as it wishes.

<*>Ibid.

The concept of the principle of unitary taxation is supplemented by the application of the rules on "aportion" (proportionate distribution). In modern American legal literature, it is noted that the term "aportion" refers to the process of apportioning income and expenses between segments of a unitary business, constructed in such a way that the state "X" can tax the income generated by the existing marketing services in this state, regardless of the report by the corporation " A" about all income in the state "U". Aportionality, which is sometimes called "formular" (represented in the form of a formula) aspect ratio, is usually expressed by a formula based on three factors: payroll (reflecting the fund wages), property and sales<*>.

<*>Sullivan T. Op. cit. P. 691.

Using the terminology explained above, it can be noted that the current Russian legislation currently uses only a "separate" method of taxation of profits of legal entities - members of the holding, located in different administrative-territorial units. It seems that the principle of tax federalism, namely the requirement of a fair delimitation of tax jurisdictions of various regions and municipalities ("horizontally"), can be ensured by improving the provisions of the legislation of the Russian Federation that regulate the tax legal personality of organizations, in particular, by introducing the concept of "consolidated group taxpayers." The design of a consolidated group of taxpayers will allow, in certain cases, to use the so-called unitary method of taxation of interdependent organizations<*>. Note that the current art. 40 of the Tax Code of the Russian Federation, establishing tax implications transactions by related parties, the price of which deviates significantly from the market, is unable to fully ensure a reasonable distribution of funds between different budgets in the event of distortion of the processes of exchange of goods (services, works) between organizations - members of the same holding located on the territory of different administrative territorial entities (subjects of the Russian Federation, municipalities).

<*>See: Vinnitsky D.V. Russian tax law: problems of theory and practice. SPb., 2003.