1. Subsidiary refers to the corporate enterprise of the host country established all over the world with all or part of the shares invested by the parent company in international business. The subsidiary is legally independent from the parent company and has an independent and complete company management organization system, so it has greater independence and certain flexibility in operation. At the same time, the business activities of subsidiaries should also be controlled by the parent company and obey the needs of the overall strategy and interests of the parent company. However, this control is indirect and positively related to the proportion of equity owned by the parent company.
Two, a subsidiary refers to the actual control of another company, held by another company or through an agreement to hold a certain proportion of shares. Although the subsidiary is controlled by the parent company, it is still an independent enterprise with legal person status in law. Have its own name and articles of association, and carry out business activities in its own name. Its property and the property of the parent company are independent of each other and each is responsible for its own debts.
Three. Subsidiaries shall independently bear civil liability according to law. Subsidiaries are economically dominated and controlled by the parent company, but legally, subsidiaries are independent legal persons. The independence of subsidiaries is mainly manifested in: having an independent name and articles of association; Having an independent organization; Have independent property, be responsible for its own profits and losses, and conduct independent accounting; Carry out various non-governmental economic activities in its own name; Independently bear all the consequences and responsibilities brought by the company's actions.
Four, the subsidiary is actually controlled by the parent company. The so-called actual control means that the parent company has the actual decision-making power over all major matters of the subsidiary, especially the composition of the board of directors of the subsidiary. The parent company may appoint multiple directors of the board of directors by exercising its power without the consent of others. Although some trust institutions own a large number of shares in the company, they do not participate in the actual control of the company's affairs, so they do not belong to the parent company.
Five, the control relationship between the parent company and its subsidiaries is based on the ownership or control agreement. According to the majority voting principle of the shareholders' meeting, the more shares you own, the more you can get the decision-making power on the company's affairs. Therefore, if a company owns more than 50% of the shares of another company, it is bound to be able to control the company. But in fact, due to the dispersion of shares, as long as you own more than a certain proportion of shares, you can obtain the majority voting rights at the shareholders' meeting and obtain the controlling position. In addition to share control, the relationship between parent company and subsidiary company can also be formed by concluding some special contracts or agreements to make one company under the control of another company.