Legal risk of parent company's subsidiary project (referred to as * * *) after camp reform.
All the construction projects won by the parent company are handed over to the subsidiary company for construction. In essence, the construction subcontracted by the parent company to the subsidiary company leads to illegal subcontracting.
In practice, it is common for subsidiaries to use the qualifications of parent companies. However, it is necessary to obtain the authorization of the parent company to engage in the corresponding work within the scope of authorization. On the legal level, subsidiaries cannot use the qualifications of the parent company casually. Can a subsidiary use the qualification of the head office?
1. Who will bear the cancellation of creditor's rights and debts of the branch?
A company may set up a branch, which does not have the qualification of an enterprise legal person, and its civil liability shall be borne by the head office. Therefore, after the cancellation of the branch, the creditor's rights and debts are generally borne by the head office.
(1) The subsidiary is an independent legal person with its own name, articles of association and organization, and conducts activities in its own name. Creditor's rights and debts incurred in the course of operation shall be borne independently by itself. The branch does not have the qualification of enterprise legal person and has no independent name. Its name should be preceded by the name of the affiliated company, which is established according to law and is only a branch of the company.
(2) The parent company's control over its subsidiaries must meet certain legal conditions. Generally, the parent company does not directly control its subsidiaries, but more indirectly controls them, that is, it affects the production and operation decisions of subsidiaries by appointing and dismissing board members and making investment decisions. However, branch offices are different. Its personnel, business and property are directly controlled by affiliated companies and engaged in business activities within the business scope of affiliated companies.
(3) Different ways to assume debts. As the largest shareholder of the subsidiary, the parent company is only responsible for the debts in the operating activities of the subsidiary to the extent of its capital contribution to the subsidiary; As an independent legal person, subsidiaries are liable for operating liabilities with all their property. Because the branch company does not have its own independent property, it is accounted for together with the affiliated company economically, so the liabilities in its business activities are paid off by the affiliated company, that is, the affiliated company is liable for the debts in the operation of the branch company to the extent of all its assets.
Second, the shareholders of the company are also shareholders of the parent company. Can they merge?
Of course. The parent company is a shareholder of the subsidiary company. Although the subsidiary is an independent legal person, it can engage in various business activities within its own business scope, but its autonomy is limited. The parent company plays a leading role in the shareholders' meeting of the subsidiary, and the management policy and investment plan of the subsidiary are actually decided by the parent company. The parent company owns subsidiaries, which are basically realized through investment, except for a few controlled by agreement. Although the subsidiary is an independent legal person, the parent company and the subsidiary have their own independent rights in production and operation, but in fact it is the relationship between management and being managed.
3. Is the general manager of the subsidiary responsible to the chairman?
Don't need to be responsible to anyone, just to the subsidiary.
The parent company and the subsidiary company are two relatively independent economic entities, both of which are independent legal persons, which are different from the parent company and the branch company, and the branch company is not an independent legal person. The parent company is an economic entity that has control over the subsidiary, sometimes it is the shareholder who contributes the most to the subsidiary, and sometimes it may be an economic entity that indirectly controls or has a great influence on the subsidiary, but it does not mean that the subsidiary cannot engage in business that is competitive with the parent company.
To sum up, it is common for subsidiaries to use the qualifications of parent companies in practice. However, it is necessary to obtain the authorization of the parent company to engage in the corresponding work within the scope of authorization. On the legal level, subsidiaries cannot use the qualifications of the parent company casually. Can a subsidiary use the qualification of the head office?
Legal basis:
Article 14 of the Company Law of People's Republic of China (PRC)
Companies can 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.