Both the head office and its subsidiaries have legal personality and can independently bear civil liability according to law. The debts of subsidiaries are borne by their own property, and the head office is not responsible.
Group company's requirements for the holding proportion of subsidiaries:
According to the company law, the holding ratio of a group company to its subsidiaries should be above 50%.
Article 216 of the Company Law The meanings of the following terms in this Law:
1. Senior management refers to the manager, deputy manager, financial officer, secretary of the board of directors of listed companies and other personnel stipulated in the articles of association.
2. Controlling shareholders refer to shareholders whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting.
3. The actual controller refers to the person who can actually control the company's behavior through investment relations, agreements or other arrangements, although he is not a shareholder of the company.
4. Affinity refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests. However, state-controlled enterprises are not related only because they are controlled by the state.
To sum up, when a wholly-owned subsidiary of the Group is in debt, whether the Group is jointly and severally liable is a problem that needs specific analysis. In some cases, the court may find that there is a substantial relationship between the Group and its wholly-owned subsidiaries, and thus rule that the Group is jointly and severally liable. In this case, the Group and its wholly-owned subsidiary * * * will be liable for debt repayment. However, to determine whether the group should bear joint and several liability, we need to consider many factors such as the relationship between the group and its wholly-owned subsidiaries, the flow of funds, the contract agreement and so on. Therefore, the specific situation needs further analysis and legal interpretation to draw a clear conclusion.
Legal basis:
Company Law of the People's Republic of China
Article 14
When the wholly-owned subsidiary of the group is in debt, whether the group has joint liability needs to be analyzed in detail. The court may decide that the Group shall be jointly and severally liable according to the substantive relationship. However, many factors need to be considered to determine whether the group should bear joint liability, such as relationship, capital flow, contract agreement and so on. Therefore, the specific situation needs further analysis and legal interpretation to draw a clear conclusion.