1 essence and characteristics of corporate structures. Corporate associations with a complex structure: the concept and features of taxation. Advantages and disadvantages of ICS

Modern business strives for corporate associations. There are, as shown above, serious economic reasons for this.

Corporate structures – These are associations or contractual relationships between several independent organizations.

Corporate structures pursue not only economic but also social goals. Although it should be noted that social goals ultimately also lead to positive economic results. According to a number of international business and management researchers, corporate structures have changed the face of modern society.

So, Peter Kestenbaum in the book “The Soul of Business” writes: “Today corporations are as important to society as the church once was. In this regard, the company bears the brunt of moral responsibility.”

The economic goals of corporations are discussed above. Let's explore now social role corporate structures, and above all their mission and objectives.

Corporate mission:

1. The connection between man and society. Through the corporation, the individual’s involvement in society is realized. Previously, this was done by family, community, church.

2. Implementation of the idea of ​​public consensus. The coordination of interests of groups and individuals is carried out under the influence of corporations.

3. Psychological perception of change. The high dynamics of the modern world have a depressing effect on people. Corporations help him adapt to constant changes. On the one hand, the corporation itself gives the impression of relative stability. On the other hand, changes within the corporation are perceived as the norm and contribute to getting used to constant innovations.

Social objectives of corporations:

1. The connection between personal and collective interests. Through professional activity In a corporation, a person joins the values ​​of the group and society. He also solves a number of his personal problems through the production team.

2. Creating opportunities for personal self-realization. An employee can constantly grow professionally and professionally. Thus, he develops, changes his social status, and achieves public recognition.

3. Implementation of cultural policy. Corporations are interested in the overall cultural growth of the region. They deal with the free time problems of their employees and their families. Corporations create and implement programs for organizing leisure time, weekends and holidays, and recreational activities.

4. Implementation of responsibility for the local environment. Corporations are more connected to society than individual organizations. They care about the moral and psychological situation in the area of ​​their activities and interests. Corporations spend significant effort and resources to preserve the natural human environment.

Based on consideration of the economic goals and social objectives of corporations, they can be compared with organizations. A comparison of organizations and corporations for a number of indicators is presented in Table. 1.

Table 1.

Comparison of corporate organizations

Thus, the personnel are connected with the corporation by numerous ties, both economic and socio-psychological.

So, Edgar Morinet formulated a thought that became an aphorism: “The corporation makes people, and people make the corporation.”

Since the second half of the 20th century, corporations have become the main place for people’s self-realization.

Corporate structures often unite fairly large human communities. Let us remember the German scientist Fritz Schumacher, who in 1973 published the book “The Beauty of Small Things”. In it, the author proves the advantages of small organizations over large ones. So was Schumacher right?

Modern integration of business into corporate structures does not contradict Schumacher's theory. Corporations are created from relatively small firms that retain their independence. Moreover, employees are not depersonalized in corporations. On the contrary, corporations place the individual at the forefront of their activities.

In other words, a group (team), an individual and a separate, relatively independent company form the basis of modern corporate business structures.

Having emerged in the middle and received rapid development in the second half of the last century, international corporations at the beginning of this century formed their own special characteristics. There are three main features of modern corporations:

1. Non-economic values;

2. Decentralization of power;

3. Creativity as the norm at work.

Modern international corporations have introduced a number of innovation . There are three main ones.

1. Modern organization labor. The distinctive features of such an organization labor activity become:

– Newest technologies;

– advanced business and management experience;

– innovation activity;

– team organization of work.

2. Modern methods work with personnel. These include:

– support for independence and creativity;

– encouragement professional growth, including distance learning and various courses;

– use of modern methods of stimulation and motivation;

– concerns about the combination of corporate and personal interests.

3. Working with the public. Among the forms of such work are:

– showing concern for consumers by constantly improving their products and reducing their costs;

– PR technologies aimed at increasing the corporation’s reputation, creating positive image its top managers, creating the company's brand;

Firms, having united into corporate structures, significantly increase their economic opportunities. Corporate potential is as follows:

1. Opportunity resource mobilization all firms of the corporation in the main directions in order to achieve significant success;

2. Disclosure creativity and independence employees through economic and psychological methods staff motivation.

Closely related to potential advantages of corporations. The main ones can be summarized as follows:

1. Coordination of development strategies. This allows you to actively use strengths each other, maneuver resources, reduce risks;

2. Mutual orders. They make it possible to have regular customers, sustainable production, reliable sales;

3. Corporate spirit of the staff. It lies in pride in one’s company, patriotism towards it, and unity of professional interests of employees.

Forms of corporations in modern international business very diverse. Let's look at the main ones.

Multinational company (MNC) – This is an association of companies located in different countries, but having common managers and owners.

International Strategic Alliance (ISA)) is a long-term agreement between firms from different countries on cooperation while maintaining their complete independence.

Joint Venture (JV)- a company created by combining capital from two or more countries.

Holding (holding company – HC) – this is a community of several firms, including heterogeneous ones, but having common owners (owners).

Financial and industrial group (FIG) is an association of several companies, including production and financial ones, with common managers and owners.

In addition to corporate associations, there are other forms of integration in international business.

Co-production – manufacturing of product parts by various companies.

Contract - business agreement between firms.

License agreement - transfer of the use of copyright, patent, trademark from one company to another.

Franchising– transfer of license to certain activities from one company to another with the provision of additional support - technological, marketing, managerial or other.

The most common forms of modern corporate associations are MNEs, financial industrial groups, holdings and MCAs.

Corporate culture, as an organization's resource, is priceless. It can be an effective HR management tool and an indispensable marketing tool. A developed culture shapes the company's image and is also an integral part of the brand building process. This is extremely important in modern market realities, where to achieve success any business must be customer-oriented, recognizable, open, that is, have the main characteristics of a brand.

You need to understand that corporate culture is formed in 2 ways: spontaneously and purposefully. In the first case, it arises spontaneously, based on the communication models that the employees themselves choose.

Relying on spontaneous corporate culture is dangerous. It is impossible to control and difficult to correct. Therefore, it is so important to pay due attention to the internal culture of the organization, form it and, if necessary, adjust it.

The concept of corporate culture: main elements, functions

Corporate culture is a model of behavior within an organization, formed during the functioning of the company and shared by all team members. This is a certain system of values, norms, rules, traditions and principles by which employees live. It is based on the company’s philosophy, which predetermines the value system, the general vision of development, the model of relationships and everything that the concept of “corporate culture” includes.

So the elements corporate culture:

• vision of the company's development - the direction in which the organization is moving, its strategic goals;
• values ​​- what is most important for the company;
• traditions (history) - habits and rituals that have developed over time;
• standards of conduct - an organization's ethical code, which sets out the rules of behavior in certain situations (for example, McDonald's created an entire 800-page thick manual, which spells out literally every possible situation and options for employees' actions approved by management in relation to each other and to the company's customers );
• corporate style - appearance company offices, interior, corporate symbols, employee dress code;
• relationships - rules, methods of communication between departments and individual team members;
• faith and unity of the team to achieve certain goals;
• policy of dialogue with clients, partners, competitors;
• people - employees who share the corporate values ​​of the company.

The internal culture of an organization performs a number of important functions that, as a rule, determine the effectiveness of the company.

Functions of corporate culture

1. Image. A strong internal culture helps create a positive external image of the company and, as a result, attract new customers and valuable employees.
2. Motivational. Inspires employees to achieve their goals and perform their work tasks efficiently.
3. Engaging. Active participation of each individual team member in the life of the company.
4. Identifying. Promotes employee self-identification, develops a sense of self-worth and belonging to a team.
5. Adaptive. Helps new team players quickly integrate into the team.
6. Management. Forms norms and rules for managing teams and departments.
7. System-forming. Makes the work of departments systematic, orderly, and effective.

Another important function is marketing. Based on the goals, mission and philosophy of the company, a market positioning strategy is developed. Moreover, corporate values ​​naturally shape the style of communication with clients and target audiences.

For example, the whole world is talking about the corporate culture and customer service policy of Zappos. Rumors, legends, real stories flooded the Internet space. Thanks to this, the company receives even more attention from the target audience.

There are basic levels of corporate culture - external, internal and hidden. The external level includes how your company is seen by consumers, competitors, and the public. Internal - values ​​expressed in the actions of employees.

Hidden - fundamental beliefs consciously shared by all members of the team.

Typology of corporate cultures

In management, there are many different approaches to typology. Since the concept of “corporate culture” in the business environment began to be studied back in the 20th century, today some classical models have already lost their relevance. Development trends internet business formed new types organizational cultures. We'll talk about them next.

So, the types of corporate cultures in modern business.

1. “Role model.” Here relationships are built on rules and distribution of responsibilities. Each employee plays his role as a small cog in a large mechanism. A distinctive feature is the presence of a clear hierarchy, strict job descriptions, rules, norms, dress code, and formal communications.

The workflow is thought out to the smallest detail, so disruptions in the process are reduced to a minimum. This model is often used in large companies with various departments and a large staff.

The main values ​​are reliability, practicality, rationality, building a stable organization. Due to these features, such a company cannot quickly respond to external changes, so the role model is most effective in a stable market.

2. "Dream Team" A team-based corporate culture with no job descriptions, specific responsibilities, or dress codes. The hierarchy of power is horizontal - there are no subordinates, there are only equal players on the same team. Communication is most often informal and friendly.

Work issues are resolved jointly - a group of interested employees gathers to perform one or another task. As a rule, the “bearer of power” is the one who has accepted responsibility for its decision. At the same time, distribution of areas of responsibility is allowed.

Values: team spirit, responsibility, freedom of thought, creativity. Ideology - only by working together can we achieve something more.

This type of culture is typical for progressive companies and startups.

3. "Family". This type of culture is characterized by the presence of a warm, friendly atmosphere within the team. The company is like a big family, and department heads act as mentors who you can always turn to for advice. Features - devotion to traditions, cohesion, community, customer focus.

The company's main value is its people (employees and consumers). Caring for the team is manifested in comfortable conditions labor, social protection, assistance in crisis situations, encouragements, congratulations, etc. Therefore, the motivation factor in such a model has a direct impact on work efficiency.

A stable position in the market is ensured by loyal customers and dedicated employees.

4. "Market model". This type of corporate culture is chosen by profit-oriented organizations. The team consists of ambitious, purposeful people who actively fight with each other for a place in the sun (for promotion, profitable project, award). A person is valuable to a company as long as he can “make” money for it.

There is a clear hierarchy here, but, unlike the “Role Model”, the company is able to quickly adapt to external changes due to strong leaders who are not afraid to take risks.

Values ​​- reputation, leadership, profit, achieving goals, desire to win, competitiveness.

Signs of the “Market Model” are characteristic of the so-called business sharks. This is a rather cynical culture, which in many cases exists on the verge of an oppressive management style.

5. “Focus on results.” Quite flexible corporate policy, distinctive feature which is the desire to develop. The main goals are to achieve results, implement the project, and strengthen our position in the market.

There is a hierarchy of power and subordination. Team leaders are determined by their level of expertise and professional skills, so the hierarchy often changes. In addition, ordinary employees are not limited to job descriptions. On the contrary, they are often brought in to solve strategic problems, opening up opportunities for them to develop for the benefit of the company.

Values: results, professionalism, corporate spirit, pursuit of goals, freedom in decision-making.

These are the main types of corporate culture. But besides them, there are mixed types, that is, those that combine features from several models at once. This happens to companies that:

• rapidly developing (from small to large businesses);
• were absorbed by other organizations;
• changed the main type of market activity;
• experience frequent changes in leadership.

Formation of corporate culture using the example of Zappos

Integrity, unity and a strong team spirit are truly important to achieve success. This was proven by one of the world's best brands, Zappos, an online shoe store, an example of whose corporate policy has already been included in many textbooks of Western business schools.

The main principle of the company is to bring happiness to customers and employees. And this is logical, because a satisfied client will return again and again, and an employee will work with full dedication. This principle can also be seen in marketing policy companies.

So, the components of Zappos corporate culture:

1. Openness and accessibility. Anyone can visit the company's office, all you have to do is sign up for a tour.
2. The right people - the right results. Zappos believes that only those who truly share its values ​​can help the company achieve its goals and become better.
3. A happy employee means a happy customer. The brand's management does everything to ensure that employees have a comfortable, fun and joyful day at the office. They are even allowed to issue workplace as they please - the company bears the costs. If the employee is happy, then he will be happy to make the client happy. A satisfied customer is the success of the company. The freedom of action. It doesn’t matter how you do your job, the main thing is to make the client happy.
4. Zappos does not monitor employees. They are trusted.
5. The right to make some decisions remains with the employee. For example, in the service department, an operator may, on his own initiative, give a small gift or discount to a customer. It's his decision.
6. Learning and growth. Each employee first undergoes four months of training, followed by an internship in a call center to better understand customers. Zappos helps you improve your professional skills.
7. Communication and relationships. Although Zappos employs thousands of people, it makes every effort to ensure that employees get to know each other and communicate effectively.
8. The customer is always right. Everything that is done at Zappos is done for the sake of customer happiness. The powerful call center, which can even help you call a taxi or give directions, is already legendary.

In general, the company is considered the most customer-oriented. And the level of its corporate policy is a standard to follow. Internal culture and marketing strategies Zappos exists in close symbiosis. The company is trying its best to retain existing customers, because loyal customers bring the company more than 75% of orders.

Write in the comments what corporate culture model is used in your business? What values ​​unite your employees?

Essence, goals and objectives of corporate governance

In order to understand the essence of corporate governance, it is necessary to clearly understand what a corporation is, what its character traits and features.

A corporation is a special form of organization entrepreneurial activity, most common in countries with developed market economies, associated with the creation of a specific legal entity.

The features of corporate forms of management are:

• independent legal status (most often – a joint-stock company);
• shared ownership of participants (division authorized capital for shares and their distribution among investors);
• concentration management functions in the hands of the highest echelon of power (professional managers, whose roles are managers).

Note 1

According to the legislation in force in Russia, corporations should be understood as legal entities, the participants of which have the right to membership in them and form their supreme body.

A corporate entity is always a complex hierarchical structure that requires regular management influences. In relation to corporations, such impacts take on two main forms – corporate management and corporate governance.

The first is directly related to business management and its development. The second is aimed directly at establishing mechanisms that ensure accountability and balance of interests of all participants in corporate relations.

Participants in corporate relations are individuals and legal entities interested in the activities of the corporation, its stakeholders.

The list of participants in corporate relations is very extensive (Figure 1).

Figure 1. Participants in corporate relations. Author24 - online exchange of student work

All participants in corporate relations place certain demands and expectations on corporations, which are often incomparable. That is why a special role in the management of corporate structures is given to the development and improvement of corporate governance practices.

Corporate governance is the whole complex rules that promote the continuity of ensuring corporate interests, which are reflected in corporate control. Technically, it can be reduced to three components:

• property and capital management;
• technological process management;
• management of cash flows, liabilities and working capital.

The main goal of corporate governance is to ensure a balance of interests between shareholders, management and other stakeholder groups.

Its tasks boil down to two basic areas. The first is related to building a system of effective adoption management decisions, and the second is directly aimed at building an effective control system.

Basic corporate governance structure

In accordance with the international approach of the World Bank, corporate governance should include three basic components (Figure 2).

Figure 2. Basic components of corporate governance. Author24 - online exchange of student work

Note 2

The combination of the above components allows the company to attract financial and human resources and effectively implement economic activity and generate long-term economic value through growth in shareholder value, while respecting the interests of shareholders and society as a whole.

The structure of corporate governance is determined by the presence of subjects and objects of management influence.

The first include the corporate governance bodies: shareholders, board of directors, CEO, managers. The second role is played by the ownership structure, shareholder rights, the structure and effectiveness of the board of directors, transparency of information disclosure and audit - in other words, the relationships that arise between the subjects of corporate governance.

Thus, the main structural components of corporate governance are:

• owners' rights;
• controls;
• information disclosure;
• corporate social responsibility.

The general mechanism for organizing corporate governance is quite simple.

The highest governing body is considered general meeting shareholders. Here, the owners of the company (its shareholders), based on the principle of election, form the composition of the board of directors, which subsequently represents their interests. Its members (directors) make decisions on key business issues by voting joint stock company and report on the results of their activities to shareholders. A necessary condition for ensuring the effectiveness of corporate governance is respect for the rights of shareholders and transparency of the decisions they make.

The Corporation assumes accounting standards for the production of information necessary for the board of directors, managers, owners and other stakeholder groups, and also strives to develop practices social responsibility. Moreover, it undertakes to make this information available to interested parties.

The structural elements of corporate governance must be formed in such a way as to ensure the implementation of its basic functions.

Functions and principles of the corporate governance structure

Corporate governance plays an important role in the existence and development of corporate institutions. Its basic function is considered to ensure the functioning of the corporation in the interests of the owners, who provide the company with financial resources.

In addition, the effective construction of a corporate governance system can ensure the sustainability of the corporation's development while minimizing conflicts among participants in corporate relations and maximizing the degree to which their interests are satisfied and individual corporate goals are achieved.

It is believed that the formation of the corporate governance structure should be based on its principles, defined by international and national practitioners of the functioning of corporate institutions. The most important of them are respect for the equality of shareholder rights, accountability, honesty, transparency and responsibility.

The implementation of the above described functions and principles of corporate governance is the key to ensuring a balance of interests of participants in corporate relations.

Magazine "Corporate Finance Management", June 2008 (No. 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 systematic idea of ​​the construction options and individual elements of the corporate structure is given. A list and characteristics of the main types of companies that may be part of a corporate structure are presented.

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

With the growth of companies themselves, there is a need to appropriately adapt structures to the changes taking place. At the same time, the upper level—the corporate level—is subject to the most significant influence, which is especially important for a business that is a group of companies. In the article, the corporate structure of a group of companies 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 famous examples of building corporate structures in Russian practice, one can highlight the creation of vertically integrated oil companies (VIOCs), corporations in industries significant to the state (Rosatom, United Aviation Corporation, United shipbuilding corporation), the reform of the military-industrial complex should also be noted. The latest large-scale corporate restructuring project is the consolidation of a number of industries within the framework of the state corporation Russian Technologies, initiated in 2007.

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

General approach to building corporate culture

Development of a corporate structure project is, first of all, a search optimal option, consistent with the strategic goals of the business. Therefore, it is advisable to begin any restructuring project with a clear formulation and construction of a system of strategic business goals. It determines 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 a 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 ownership and business management rights;
• 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 legal entities included in the corporate structure of the group;
• operating companies - legal entities carrying out the main activities as part of a group;
• auxiliary companies or services - legal entities performing service functions (activities) exclusively in the interests of other companies of the group. Ancillary companies, in particular, may include:
  • trading house (TD)— a legal entity that carries out the functions of centralized promotion and marketing of products of group companies and/or centralized procurement of raw materials and materials;
  • asset company- 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 group companies;
  • finance company- a legal entity performing the functions of attracting financial resources and their provision to group companies;
  • personnel center— a legal entity that performs the functions of providing personnel (outstaffing) to group companies.

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

Determining corporate structure requirements

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

• expansion of the range and increase in production volumes;
• entering new markets or increasing the share of existing markets;
• acquisition of additional assets;
• implementation of the first public offerings (Initial Public Offering - IPO) or issue of bond issues;
• ensuring the payment of income to business owners.

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

• protection of property rights of owners to their assets;
• ensuring the confidentiality of information about business owners;
• investment attractiveness of the business or its individual parts;
• ensuring 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 release of medium and small companies to financial markets, conducting IPOs and issuing bond issues. Such companies, as a rule, belong to the third echelon of investment attractiveness, therefore, in order to ensure the successful attraction of financial resources, they are faced with the task of building a transparent system of corporate governance and reporting, the basis of which is the corporate structure scheme.

Measures associated with the creation of a new type of structure also provide protection against corporate raiding, the problem of which increases when the business grows and becomes more attractive.

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

Options for organizing corporate structure elements

In existing corporate structures, one can distinguish such elements as an ownership system, a consolidation center (GC), a management company, a set of operating and service companies. Analysis of the structure based on these elements makes it possible to consistently assess compliance with the requirements imposed on 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):

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

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

Direct ownership of business in Russian Federation(see Fig. 1a) is distinguished by a simple and transparent corporate governance system, which makes it possible to ensure high investment attractiveness and liquidity of the business. However, such an ownership system is vulnerable from the point of view of property protection, and also does not allow, if necessary, to protect information about the owners.

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

close access to information about the ultimate beneficial owners ( Beneficiary - the person to whom the cash payment is intended; recipient of money, benefit, profit, income. In trust transactions, the person in whose favor the transaction is carried out trust management his property.), however, recently there have been changes in the legislation of these countries that exclude this possibility (in particular, the abandonment of the institution of bearer shares).

In general, we can say that the time of offshores is passing: the laws of the European Union countries regarding the placement of holding companies are becoming more and more similar to the laws of offshore states. In particular, the EU Parent Subsidiary and Merger Directives provide significant tax benefits for dividends and capital. On the other hand, many offshore companies bring their legislation into line with European standards. Other offshore companies are becoming the 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.

In these conditions, to ensure maximum protection of property rights and optimization of taxation, it is advisable to choose a jurisdiction for locating the owner’s 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 taxation conditions for dividends and capital.

In this case, the protection of information about the owners, if necessary, can be achieved by concluding a trust agreement in relation to the shares of the owner's company (see Fig. 1c). An ownership trust arrangement involves the business owner transferring shares of the owner's company through a Declaration of Trust to a trustee. The trustee can be either a private trustee or a trust company.

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

It should be noted that 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 for an external observer are independent and de jure not affiliated (see Fig. 2).

This ownership scheme makes it possible to organize the redistribution of financial resources through the use of transfer pricing without the associated risks. Also, in accordance with this scheme, a 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 Group of Companies. This is, first of all, characteristic of direct business ownership in Russia (see Fig. 1a). In the case where the ownership system is implemented through a non-resident ownership company, the business, as a rule, is consolidated in a Russian civil company (see Fig. 3a).

Business consolidation within the framework of the existence of a single group of companies makes it possible to build transparent system 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 complete effective sale of the business.

In the case where a business includes several areas, it is possible to create separate subholdings (see Fig. 3b). This division can be carried out according to the following criteria:

• product - organization of sub-holdings for the creation and sale of various groups of products;
• technological - organization of subholdings for various stages of production in the case when each of the directions has a sufficient number of independent suppliers and/or consumers;
• geographically - organization of subholdings on a territorial basis.

The separation of subholdings also allows you to streamline the management system and financial flows of the group, as well as concentrate resources on each of the areas of development. In addition, it becomes possible to attract investment for individual 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 development plans for this part of the business (for example, the creation of a group of companies to implement investment projects for the acquisition and/or construction of new production enterprises);
• ensuring investment attractiveness and attracting resources for development;
• organizational delineation and distribution of risks between different parts of the business.

A typical example of such a corporate structure is the Cherkizovo group of companies, a leading Russian manufacturer of 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 OJSC Cherkizovsky Meat Processing Plant and the implementation of effective anti-crisis measures at this enterprise. 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 sales 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 was, among other things, to conduct an IPO on international capital markets. As a result, at the moment the Cherkizovo group of companies has an orderly corporate structure, characterized by high management efficiency and the ability to attract financial resources (see Fig. 4).

Features of the corporate structure of the Cherkizovo group of companies are:

• owning a business through an offshore company in Cyprus;
• organization of a unified Civil Code in Russia, which carries out the functions 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 subholdings: raw materials (pig farming, poultry farming, feed production) and meat processing (production of meat products and semi-finished products);
• consolidation of each of the subholdings into a group of companies, which performs the functions of centralized management of the corresponding area;
• the presence in each of the directions of a centralized sales unit - a trading house.

Organization of the management system

To implement operational management 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):

1. Management company outside the main corporate structure;
2. a separate management company within the corporate structure;
3. assignment of functions to the management company of the parent company (GC = MC).

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

This management system allows one to avoid obvious affiliation and remove management risks from the group’s assets. However, this raises the need to ensure legal framework to carry out control. One of the options for solving this problem is to vest the management company with the functions of the sole executive body in the group companies. It should be noted that this scheme allows you to quickly redistribute cash for the payment of income to business owners both in the form of dividends and in the form of remuneration for the performance of duties in the management bodies of the management company.

A management company created within the main corporate structure has similar properties (see Fig. 5b). But at the same time, there arises the 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 corporate structure in which the Group of Companies performs the functions of a management company has the greatest investment attractiveness, the presence of the necessary legal grounds and high management efficiency (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 management companies with various powers: the central group of companies and the group of subholdings.

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

In general, the choice of organization option management company group depends on the priorities of the owners regarding the optimal level of 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 issue in this case is the independent implementation of this or that technological process or about outsourcing it. Besides, production units, as a rule, are the main asset of the group, determining its positioning and development.

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

• the need to centralize functions in the group;
• the need for redistribution of financial resources;
• requirements for tax optimization.

The most common types of service companies found within corporate structures are:

1. Trading house, which allows you to organize centralized sales and/or procurement, implement a unified market promotion policy, accumulate financial resources for brand promotion and development of the sales system, and remove risks from the group’s main production assets.
2. Company assets, which allows you to protect significant assets (fixed assets, trademarks, etc.) from the risks of claims. In some cases, registration of enterprises owning trademarks and other intangible assets in offshore jurisdictions, which allows to increase the degree of their protection, as well as optimize taxation by organizing the flow of license payments.
3. Agency companies operating under the simplified taxation system (STS) and allowing the prompt redistribution of financial resources to pay income to owners at the optimal level of taxation. In this case, the economic feasibility of the presence of such companies in the business scheme must be justified (for example, searching for clients in the regions), and affiliation with the main group of companies must be eliminated.
4. Personnel center, which can also work under the simplified tax system and provide outstaffing services to the main business, including for the purpose of optimizing taxation.
5. A financial company created to attract financial resources, in particular, to issue bond issues. The creation of such a specialized enterprise makes it possible to limit the risks of claims from creditors at the expense of the assets of the 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 to optimize taxation, it is necessary, firstly, a clear justification economic feasibility their creation and activities, and, secondly, compliance with such conditions when carrying out transactions, the legality of which will not raise doubts among the tax authorities.

Thus, the solutions used in practice for individual elements 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 option can be made based on 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 through:

• reducing the number of legal entities through mergers and consolidation by type of activity;
• eliminating cross-shareholdings within the group;
• reduction of operational ownership levels within individual business areas;
• transfer of non-core assets to separate divisions.

In general, corporate structuring methods make it possible to increase the efficiency of business management, its investment attractiveness, economic security, as well as optimize taxation while ensuring an acceptable level of risks.

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