A group company is a group company organized to act together for a certain purpose. It refers to an enterprise legal person consortium with capital as the main link, parent and subsidiary companies as the main body and the articles of association of the group as the rules for peers and other members. 1. The company is an independent legal person with the qualification of enterprise legal person. It is composed of a quorum of shareholders, who are limited to the capital contribution of the company, and the company is liable for its debts with all its assets. 2. Enterprise group refers to an enterprise group with capital as the main link and parent company as the main body; The parent company, subsidiary company, joint-stock company and other member enterprises or institutions regulated by the articles of association of the Group are enterprise legal persons with a certain scale. Enterprise group does not have the qualification of enterprise legal person. Its specific performance is as follows; (1) The group is an economic union formed by giving full play to the advantages of the group, creating greater productivity and realizing economies of scale, with more than two members. (2) The member units of the group shall be enterprises and institutions with legal personality, independently exercise their rights and assume obligations and responsibilities. The core unit of a group must be an economic entity. The group and other member units are not responsible for the business activities of one of the member units, which is conducive to diversifying business risks. (3) The group management organization or the group headquarters (parent company) implements unified management and coordination of the business activities of the group member units based on equity holding or agreement, so as to maximize efficiency and benefit. This kind of management and coordination belongs to economic activities in essence. The members of the group have lost the independence of management to a certain extent, but it does not affect the independent legal person status of the members. (4) The organization itself does not have the status of an independent legal person and cannot be a party to specific civil economic activities. For specific civil activities and economic activities carried out in the name of the group, the ultimate undertaker of rights and obligations is the group head office (parent company) or member units.
Legal basis:
The differences between group companies and enterprise groups in People's Republic of China (PRC) Company Law are: (1) Different legal status. Enterprise group is a consortium composed of many legal persons. The group company is a legal person enterprise, and the normative relationship between the group company and its parent company should be adjusted by the company law. (2) Different connotations. Enterprise groups include group companies, but not all group companies need to set up enterprise groups. (3) Registration methods are different. A group company can set up a subordinate joint enterprise group with itself as the core, a cooperative joint enterprise group with other companies, or it can only be different in the parent organization. The organizational form of an enterprise group is determined by the articles of association of the group, while the organizational form of a group company must be determined by the articles of association under the condition of complying with the provisions of the company law. (5) The principles and basis of management are different. The principle of unified management of enterprise groups is determined by the articles of association discussed and adopted by member enterprises. Group company is an independent legal person, group company.
Rights and obligations stipulated in the articles of association; As the leading company in the affiliated joint enterprise group, the group company should also undertake the heavy responsibility of group management.
(six) the responsibility and financial system are different. Enterprise groups are not independent taxpayers, but consolidated accounting statements should be prepared. The legal consequences of the group shall be jointly and severally liable by the group member enterprises.
Derivative problem:
What is the difference between a group company and an enterprise group? A group company refers to a group company that is organized to act together for a certain purpose. It refers to an enterprise legal person consortium composed of parent company, subsidiaries, joint-stock companies and other members, with capital as the main link, parent company as the main body and group articles of association as the norm. Generally speaking, a group company refers to a large company with many production and operation institutions. It generally manages large-scale assets, governs many production and business units, and has its own rights and interests in many other enterprises.