An affiliated company (società collegata) is a company over which another company exercises significant influence (influenza notevole) without controlling it.
The legal definition can be found in Article 2359 of the Italian Civil Code (Codice Civile).
When is a company considered affiliated?
Significant influence is presumed by law if a company can exercise, at the ordinary shareholders’ meeting, at least:
- 20% of the voting rights;
- in the case of a publicly traded company, at least 10% of the voting rights.
Thus, the decisive factor is generally the voting rights and not solely the size of the equity stake. The percentages mentioned represent a legal presumption. Significant influence may also exist in individual cases based on other circumstances.
Example
Alfa GmbH holds 30% of the voting rights in Beta GmbH. No other shareholder holds a controlling majority.
Since Alfa can exercise more than 20% of the voting rights, it is generally presumed that it has significant influence over Beta. Beta is therefore considered an affiliated company (società collegata).
Why is this classification important?
Classification as an affiliated company can be particularly significant for financial reporting, the valuation of equity interests, and the disclosure of ownership relationships.
The relationship between companies is also relevant under tax law. However, certain tax regulations sometimes use their own definitions for affiliated or controlled companies. The corporate law concept of società collegata under Art. 2359 of the Swiss Civil Code (ZGB) cannot therefore be automatically applied to all tax regulations.
This applies in particular to cross-border business relationships and the Italian regulations on transfer pricing.