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  #1 (permalink)  
Old 08-28-2007, 01:51 AM
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Default Affiliates under Nevada laws

What does "affiliate" mean under the US laws namely Nevada laws? If somebody send some links to US (Nevada) laws, other legislative acts... or make any explanations I'll appreciate you!

Last edited by Oleg : 08-28-2007 at 01:53 AM.
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Old 08-28-2007, 06:05 PM
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It depends on the context.

Are you filing articles with the Nevada Secretary of State or is this related to an operating agreement or other partnership agreement?

Generally, if this is related to some articles filed with the Sec of State, the forms should provide a definition for you.

If it's related to some partnership agreement, then "affiliate" may be defined in there.
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Old 08-29-2007, 02:24 AM
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Default !

I mean the item of the agreement. We have an agreement between parties with the next poin:
"Company Affiliate" shall mean an entity directly or indirectly controlled by or under common control with the Company where control means having power to control such entity's general activities, but only for so long as such ownership or control shall continue..."
So I try to understand what means "directly or indirectly control", "common control"...
For instance in Russia dependent company is a company shareholder of which owns more then 25% of share capital. Thus such company depends on shareholder and affiliates... etc.
Are there similar rules due to affiliated or dependent company in the USA?
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Old 08-29-2007, 07:07 AM
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Quote:
Originally Posted by Oleg View Post
I mean the item of the agreement. We have an agreement between parties with the next poin:
"Company Affiliate" shall mean an entity directly or indirectly controlled by or under common control with the Company where control means having power to control such entity's general activities, but only for so long as such ownership or control shall continue..."
So I try to understand what means "directly or indirectly control", "common control"...
For instance in Russia dependent company is a company shareholder of which owns more then 25% of share capital. Thus such company depends on shareholder and affiliates... etc.
Are there similar rules due to affiliated or dependent company in the USA?
With the differences in our respective languages, it wouldn't be advisable to ascribe legal significance to something that may be little more than a semantic difference. "Affiliate" in our law, is a relational term, the legal meaning of which can be as subjective as the document in which is it used. It is most often used to refer to a relationship between participating parties. The degree of participation between "affiliates" can and does vary from document to document. So, the amount of "control" in a particular venue is not dependant upon nor is it indicated by the using or omitting the word "affiliate".

Last edited by GentleGrace : 08-29-2007 at 02:07 PM.
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Old 08-29-2007, 10:53 AM
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Quote:
Originally Posted by Oleg View Post
I mean the item of the agreement. We have an agreement between parties with the next poin:
"Company Affiliate" shall mean an entity directly or indirectly controlled by or under common control with the Company where control means having power to control such entity's general activities, but only for so long as such ownership or control shall continue..."
So I try to understand what means "directly or indirectly control", "common control"...
For instance in Russia dependent company is a company shareholder of which owns more then 25% of share capital. Thus such company depends on shareholder and affiliates... etc.
Are there similar rules due to affiliated or dependent company in the USA?
If these terms were important to my situation, I would suggest to those involved that we mutually define the terms and put them into the agreement. This way, it will be clear from the outset. I am not licensed to practice law in Nevada, but I would imagine that your definition of a dependent company is a fair one and would be binding upon those involved in a Nevada court of law.

Hope this helps.
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