In the company law, the debts of the parent company are not borne by the subsidiaries. Article 14 of the Company Law stipulates that a company may set up subsidiaries, which have legal personality and independently bear civil liabilities according to law. The subsidiary and the parent company have their own independent property, engage in civil activities in their own names, enjoy civil rights independently and assume civil obligations according to law. Therefore, the debt of the parent company is borne by the parent company independently, and the subsidiary company does not have to bear it.
legal ground
Article 14 of the Company Law of People's Republic of China (PRC) * * A company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. A branch company does not have legal person status, and its civil liability shall be borne by the company. A company may set up subsidiaries, which have legal personality and independently bear civil liabilities according to law.
How to entrust the parent company to issue loans to its subsidiaries?
The use of loan funds has a clear withdrawal purpose, and will not be directly distributed to the enterprise account, but will be used by the enterprise itself. Usually, the loan funds are paid directly by entrusted payment, and the stay time in the enterprise account is short and supervised, so there is no situation that the parent company of the group hands over the funds to its subsidiaries for use. If the bank approves the subsidiary to use the group credit, the subsidiary can directly withdraw money as the withdrawal subject.
How does the parent company lend money to its subsidiaries for free to deal with taxes?
First of all, answer directly.
Free loans between the parent company and subsidiaries of the group are exempt from VAT. If the tax burden between the parent company and the subsidiary company is the same, free lending does not need to be regarded as sales and paid enterprise income tax. When a subsidiary receives a free loan from the parent company, it should pay attention to the accounting treatment, debit, bank deposit, credit and capital reserve of the funds transferred by the parent company.
Second, analyze the details
Free lending between units within an enterprise group is exempt from value-added tax; The behavior of free lending occurred from February 20 1 year 19 to February 3 1 day 2020; From September 20 1 year 18, enterprises no longer need to apply for approval and registration of enterprise groups and apply for enterprise group registration certificates. The parent company may apply to use the word "group" in the enterprise name, and publicize the enterprise group information to the society through the national enterprise credit information publicity system. As long as the transactions between domestic related parties with the same actual tax burden do not directly or indirectly reduce the overall tax revenue of the country, in principle, no special tax adjustment will be made.
3. What's the difference between VAT and enterprise income tax?
1. The tax is different. Value-added tax is a turnover tax levied on the added value of many links such as commodity production, circulation and labor services or the added value of commodities.
2. According to different classifications, value-added tax is divided into production value-added tax, income value-added tax and consumption value-added tax, and it is divided into state-owned enterprise income tax, collective enterprise income tax, private enterprise income tax, Sino-foreign joint venture income tax, foreign enterprise income tax and foreign-invested enterprise income tax;
3. The objects of taxation are different. Value-added tax refers to the units and individuals that sell goods or provide processing, repair and replacement services and import goods in People's Republic of China (PRC). Enterprise income tax, income obtained by taxpayers. Including income from selling goods, providing labor services, transferring property, dividends, interest, rent, royalties, donations and other income;
4, the tax basis is different, the tax basis of value-added tax is turnover, and the tax basis of enterprise income tax is income;
5. Because of the different costs, VAT is only related to the sales revenue of commodities, not affected by the cost level, and enterprise income tax is directly affected by the cost scale.
Is the creditor's rights and debts subsidiary of the parent company obligated to repay?
The creditor's rights and debts of the parent company do not need to be borne by the subsidiary. Because the subsidiary and the parent company are two completely independent civil subjects, both have independent legal personality, and they can bear civil liability independently, and are not responsible for each other's civil legal acts. Therefore, there is no obligation to the debt subsidiary of the parent company. However, if the existing assets of the parent company are insufficient to pay off the debts, the creditors of the parent company can preserve and enforce the equity of the parent company in the subsidiaries.
legal ground
Article 14 of the Company Law stipulates that a company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. A branch company does not have legal person status, and its civil liability shall be borne by the company. A company may set up subsidiaries, which have legal personality and independently bear civil liabilities according to law.
Does the parent company's debt subsidiary need to bear it?
The parent company refers to a company that owns a certain number of shares in other companies or can control and dominate other companies' personnel, finance, business and other matters according to the agreement. A subsidiary refers to a company whose shares are controlled by another company or actually controlled and dominated by another company according to an agreement. A subsidiary has the status of an independent legal person, owns all its own property, has its own company name, articles of association and board of directors, conducts business activities and various civil activities in its own name, and independently bears all consequences and responsibilities brought about by the company's actions. However, major decisions or major personnel arrangements involving the interests of the company still have to be decided by the parent company. Under normal circumstances, the parent company and its subsidiaries are legally independent legal entities established through the principle of limited liability, and they do not bear legal responsibilities for each other. But economically, they are inextricably linked. The parent company controls and manages its subsidiaries in terms of capital, technology, brand, senior management and development strategy. However, in the event of a debt relationship, according to the principle of limited liability of legal persons, each subsidiary can only be independently responsible for its debts, and the parent company is not responsible. Both the parent company and the subsidiary company are independent legal persons, and they bear civil liabilities independently. Usually, the debts of the parent company need not be borne by the subsidiary. However, if the existing assets of the parent company are insufficient to pay off the debts, the creditors of the parent company can preserve and enforce the equity of the parent company in the subsidiaries. Article 14 of the Company Law of People's Republic of China (PRC) * * A company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. A branch company does not have legal person status, and its civil liability shall be borne by the company. A company may set up subsidiaries, which have legal personality and independently bear civil liabilities according to law.
Does the parent company need to disclose the loans to wholly-owned subsidiaries?
Whether the parent company needs to disclose loans to wholly-owned subsidiaries is not clearly stipulated by law. As long as the parent company borrows money from a wholly-owned subsidiary, which is approved by the resolution of the shareholders' meeting or the shareholders' meeting, and the amount does not exceed the limit stipulated in the company's articles of association, the borrowing behavior is valid. Article 15 of the Company Law of People's Republic of China (PRC) stipulates that a company may invest in other enterprises; However, unless otherwise provided by law, investors shall not be jointly and severally liable for the debts of the invested enterprises. Article 16 stipulates that a company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors or the general meeting of shareholders in accordance with the provisions of the company's articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits. Article 15 of the Company Law of People's Republic of China (PRC) * * A company may invest in other enterprises; However, unless otherwise provided by law, investors shall not be jointly and severally liable for the debts of the invested enterprises. Article 16 of the Company Law of People's Republic of China (PRC), the company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors or the shareholders' meeting in accordance with the articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits. Where a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting. Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
The introduction of the loan subsidiary of the parent company ends here.