What Are Affiliated Companies?

Companies are affiliated when one company is a minority shareholder of another. In most cases, the parent company will own less than a 50% interest in its affiliated company. Two companies may also be affiliated if they are controlled by a separate third party. In the business world, affiliated companies are often simply called affiliates.

The term is sometimes used to refer to companies that are related to each other in some way. For example, Bank of America has many different affiliated companies including Bank of America, U.S. Trust, Landsafe, Balboa, and Merrill Lynch.

Companies may be affiliated with one another to get into a new market, to maintain separate brand identities, to raise capital without affecting the parent or other companies, and to save on taxes. In most cases, affiliates are associates or associated companies, which describes an organization whose parent has a minority stake in it.

Understanding Affiliated Companies

There are several ways companies can become affiliated. A company may decide to buy out or take over another one, or it may decide to spin off a portion of its operations into a new affiliate altogether. In either case, the parent company generally keeps its operations separate from its affiliates. Since the parent company has a minority ownership, its liability is limited, and the two companies keep separate management teams.

Affiliates are a common way for parent businesses to enter foreign markets while keeping a minority interest in a business. This is especially important if the parent wants to shake off its majority stake in the affiliate.

There is no single bright-line test to determine if one company is affiliated with another. In fact, the criteria for affiliation changes from country to country, state to state, and even between regulatory bodies. For instance, companies considered affiliates by the Internal Revenue Service (IRS) may not be considered affiliated by the Securities and Exchange Commission (SEC).

Affiliates Versus Subsidiaries

An affiliate is different from a subsidiary, of which the parent owns more than 50%. In a subsidiary, the parent is a majority shareholder, which gives the parent company’s management and shareholders voting rights. Subsidiary financials may also appear on the parent company’s financial sheets.

But subsidiaries remain separate legal entities from their parents, meaning they are liable for their own taxes, liabilities, and governance. They are also responsible for following the laws and regulations where they are headquartered, especially if they operate in a different jurisdiction from the parent company.

An example of a subsidiary is the relationship between the Walt Disney Corporation and sports network ESPN. Disney owns an 80% interest in ESPN, making it a majority shareholder. ESPN is its subsidiary.

SEC Rules Surrounding Affiliates

Securities markets around the world have rules that concern affiliates of the businesses they regulate. Here again, these are complex rules that need to be analyzed by local experts on a case-by-case basis. Examples of rules enforced by the SEC include:

• Rule 102 of Regulation M prohibits issuers, selling security holders, and their affiliated purchasers from bidding for, purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of a distribution until after an applicable restricted period has passed.
• Before disclosing nonpublic personal information about a consumer to a nonaffiliated third party, a broker-dealer must first give a consumer an opt-out notice and a reasonable opportunity to opt out of the disclosure.
• Broker-dealers must maintain and preserve certain information regarding those affiliates, subsidiaries, and holding companies whose business activities are reasonably likely to have a material impact on their own finances and operations.

Tax Consequences of Affiliates

In nearly all jurisdictions, there are important tax consequences for affiliated companies. In general, tax credits and deductions are limited to one affiliate in a group, or a ceiling is imposed on the tax benefits that affiliates may reap under certain programs.

Determining whether companies in a group are affiliates, subsidiaries, or associates is done through a case-by-case analysis by local tax experts.

What Is an Annual General Meeting (AGM)?

An annual general meeting (AGM) is a yearly gathering of a company’s interested shareholders. At an AGM, the directors of the company present an annual report containing information for shareholders about the company’s performance and strategy.

Shareholders with voting rights vote on current issues, such as appointments to the company’s board of directors, executive compensation, dividend payments, and the selection of auditors.

How an Annual General Meeting (AGM) Works

An annual general meeting, or annual shareholder meeting, is primarily held to allow shareholders to vote on both company issues and the selection of the company’s board of directors. In large companies, this meeting is typically the only time during the year when shareholders and executives interact.

The exact rules governing an AGM vary according to jurisdiction. As outlined by many states in their laws of incorporation, both public and private companies must hold AGMs, though the rules tend to be more stringent for publicly traded companies.

Public companies must file annual proxy statements, known as Form DEF 14A, with the Securities and Exchange Commission (SEC). The filing will specify the date, time, and location of the annual meeting, as well as executive compensation and any material matters of the company concerning shareholder voting and nominated directors.

Annual general meetings (AGMs) are important for the transparency they provide, the ability to include shareholders, as well as bringing management to accountability.

Qualifications for an Annual General Meeting (AGM)

The corporate bylaws that govern a company, along with its jurisdiction, memorandum, and articles of association, contain the rules governing an AGM. For example, there are provisions detailing how far in advance shareholders must be notified of where and when an AGM will be held and how to vote by proxy. In most jurisdictions, the following items, by law, must be discussed at an AGM:

• Minutes of the previous meeting: The minutes of the previous year’s AGM must be presented and approved.
• Financial statements: The company presents its annual financial statements to its shareholders for approval.
• Ratification of the director’s actions: The shareholders approve and ratify (or not) the decisions made by the board of directors over the previous year. This often includes the payment of a dividend.
• Election of the board of directors: The shareholders elect the board of directors for the upcoming year.

Additional Topics Covered at an Annual General Meeting (AGM)

If the company has not been performing well, the AGM is also when shareholders can question the board of directors and management as to why performance has been poor. The shareholders can demand satisfactory answers as well as to inquire about the strategies that management plans to implement to turn the company around.

The AGM is also when shareholders can vote on company matters other than electing the board of directors. For example, if management is contemplating a merger or an acquisition, the proposal can be presented to the shareholders and they can vote on whether or not the company should proceed.

Several other elements may be added to an AGM agenda. Often, the company’s directors and executives use an AGM as their opportunity to share their vision of the company’s future with the shareholders. For example, at the AGM for Berkshire Hathaway, Warren Buffett delivers long speeches on his views of the company and the economy as a whole.

Berkshire Hathaway’s annual gathering has become so popular that it is attended by tens of thousands of people each year, and it’s been dubbed the “Woodstock for Capitalists.”

What Is the Alternative Minimum Tax?

An alternative minimum tax (AMT) places a floor on the percentage of taxes that a filer must pay to the government, no matter how many deductions or credits the filer may claim.

The United States currently has an alternative minimum tax for taxpayers who earn above certain income thresholds.

The AMT recalculates income tax after adding certain tax preference items back into adjusted gross income. It uses a separate set of rules to calculate taxable income after allowed deductions. Preferential deductions are added back into the taxpayer’s income to calculate their alternative minimum taxable income (AMTI), and then the AMT exemption is subtracted to determine the final taxable figure.

How the Alternative Minimum Tax Works

The difference between a taxpayer’s alternative minimum taxable income and his AMT exemption is taxed using the relevant rate schedule. This yields the tentative minimum tax (TMT).

If the tentative minimum tax is higher than the taxpayer’s regular tax liability for the year, then they pay the regular tax and the amount by which the tentative minimum tax exceeds the regular tax. In other words, the taxpayer pays the full tentative minimum tax.

There are two alternative minimum tax rates, 26% and 28%. For 2022, the 28% rate applies to excess alternative minimum taxable income of $206,100 or more for all taxpayers ($103,050 for married couples filing separate returns). For 2023, the 28% rate applies to excess alternative minimum taxable income of $220,700 or more for all taxpayers ($110,350 for married couples filing separate returns). The 26% rate applies to incomes up to those levels.

A taxpayer who has a high income and uses large tax breaks may owe a smaller percentage under the standard rules. If so, the taxpayer is obliged to recalculate the taxes owed under the alternative minimum tax system, which eliminates some of those tax breaks.

The taxpayer will owe whichever amount is higher.

AMT Exemption Amounts

For tax year 2022, the AMT exemption for single filers is $75,900. For married joint filers, the figure is $118,100. For tax year 2023, the figures are $81,300 for single filers and $126,500 for married joint filers.

Taxpayers have to complete Form 6251 to see whether they might owe AMT. First, they subtract the exemption amount from their income. If their AMT is less than the exemption, they do not have to pay AMT.

It’s important to note, though, that taxpayers with AMTI over a certain threshold do not qualify for the AMT exemption. For tax year 2022, the phase-out begins at $539,900 for single filers and $1,079,800 for couples filing jointly. For tax year 2023, the phase-out begins at $578,150 for single filers and $1,156,300.

Purpose of AMT

AMT is designed to prevent taxpayers from escaping their fair share of tax liability through tax breaks. However, in the past, the structure was not indexed to inflation or tax cuts. This can cause bracket creep, a condition in which middle-income taxpayers could be subject to this tax instead of just the wealthy taxpayers for whom AMT was invented. In 2012, however, Congress passed a law indexing the AMT exemption amount to inflation.

Calculating AMT

To determine if they owe AMT, individuals can use tax software that automatically does the calculation, or they can fill out IRS Form 6251. This form takes medical expenses, home mortgage interest, and several other miscellaneous deductions into account to help tax filers determine if their deductions are beyond an overall limit set by the IRS.

The form also requests information on certain types of income such as tax refunds, investment interest, and interest from private activity bonds, as well as numbers corresponding with capital gains or losses related to the disposition of property.

The IRS has specific formulas in place to determine which portion of this income and deductions the tax filers need to note on Form 6251. It uses another set of formulas to determine how these numbers lead to AMTI.

The Bottom Line

The Alternative Minimum Tax is an additional or parallel tax system in the U.S. that is designed to ensure that high-income individuals pay their fair share of taxes. Prior to the AMT, certain taxpayers paid little in the way of taxes, due to preferential treatment of certain income and expenses, or tax breaks.

What Is Annualization?

To annualize a number means to convert a short-term calculation or rate into an annual rate. Typically, an investment that yields a short-term rate of return is annualized to determine an annual rate of return, which may also include compounding or reinvestment of interest and dividends. It helps to annualize a rate of return to better compare the performance of one security versus another.

Annualization is a similar concept to reporting financial figures on an annual basis.

Understanding Annualization

When a number is annualized, it’s usually for rates of less than one year in duration. If the yield being considered is subject to compounding, annualization will also account for the effects of compounding. Annualizing can be used to determine the financial performance of an asset, security, or company.

When a number is annualized, the short-term performance or result is used to forecast the performance for the next twelve months or one year. Below are a few of the most common examples of when annualizing is utilized.

Company Performance

An annualized return is similar to a run rate, which refers to the financial performance of a company based on current financial information as a predictor of future performance. The run rate functions as an extrapolation of current financial performance and assumes that current conditions will continue.

Loans

The annualized cost of loan products is often expressed as an annual percentage rate (APR). The APR considers every cost associated with the loan, such as interest and origination fees, and converts the total of these costs to an annual rate that is a percentage of the amount borrowed.

Loan rates for short-term borrowings can be annualized as well. Loan products including payday loans and title loans, charge a flat finance fee such as $15 or $20 to borrow a nominal amount for a few weeks to a month. On the surface, the $20 fee for one month doesn’t appear to be exorbitant. However, annualizing the number equates to $240 and could be extremely large relative to the loan amount.

Tax Purposes

Taxpayers annualize by converting a tax period of less than one year into an annual period. The conversion helps wage earners establish an effective tax plan and manage any tax implications.

For example, taxpayers can multiply their monthly income by 12 months to determine their annualized income. Annualizing income can help taxpayers estimate their effective tax rate based on the calculation and can be helpful in budgeting their quarterly taxes.

Example: Investments

Investments are annualized frequently. Let’s say a stock returned 1% in one month in capital gains on a simple (not compounding) basis. The annualized rate of return would be equal to 12% because there are 12 months in one year. In other words, you multiply the shorter-term rate of return by the number of periods that make up one year. A monthly return would be multiplied by 12 months.

However, let’s say an investment returned 1% in one week. To annualize the return, we’d multiply the 1% by the number of weeks in one year or 52 weeks. The annualized return would be 52%.

Quarterly rates of return are often annualized for comparative purposes. A stock or bond might return 5% in Q1. We could annualize the return by multiplying 5% by the number of periods or quarters in a year. The investment would have an annualized return of 20% because there are four quarters in one year or (5% * 4 = 20%).

Special Considerations and Limitations of Annualizing

The annualized rate of return or forecast is not guaranteed and can change due to outside factors and market conditions. Consider an investment that returns 1% in one month; the security would return 12% on an annualized basis. However, the annualized return of a stock cannot be forecasted with a high degree of certainty using the stock’s short-term performance.

There are many factors that could impact a stock’s price throughout the year such as market volatility, the company’s financial performance, and macroeconomic conditions. As a result, fluctuations in the stock price would make the original annualized forecast incorrect. For example, a stock might return 1% in month one and return -3% the following month.