The disadvantages of the holding company, the development of the company needs the company to continuously raise funds from the outside, and now the equity pledge financing is an innovative financial product to ensure the company's abundant funds, so there are more shareholders in a joint stock limited company. The following share the disadvantages of holding companies.
Advantages and disadvantages of holding company 1 1. Advantages and disadvantages of holding companies and wholly-owned subsidiaries.
The difference between a holding company and a subsidiary is that the holding company holds more than 50% of the total capital or share capital of the subsidiary, or the shares it holds can actually control the business decisions of the subsidiary; However, the management of the holding company itself is more independent and less controlled by other entities than the subsidiaries.
Second, how to set up a subsidiary
1. Shareholders sign the company establishment contract. If it is funded by shareholders, there is no need for this work.
2. Determine the future company residence.
3. Pre-approval of name
(1) Get the Application for Pre-approval (Change) of Name and the Letter of Authorization from Investors from the Industrial and Commercial Bureau.
(2) Fill in the above documents. In filling out these documents, besides some procedural issues, the following matters need to be considered:
1. Proposed name. Names generally consist of four parts, namely: administrative divisions, trade names, industry characteristics and organizational forms. Compared with the names of subsidiaries in other districts and counties, the company we established should be named "a certain city, a certain industry and a certain district limited company". This name has no font size, so we need to communicate with the industrial and commercial bureau in advance and get special approval.
B. The Letter of Authorization for Investors shall be signed and sealed by all investors, specifying the agent, authorization authority and authorization period, and authorizing the agent to go to the Industrial and Commercial Bureau for pre-approval of the name. The agent shall be a staff member authorized by the shareholders.
(3) Submit the name (change) pre-approval application and the investor's authorization opinion, and wait for the name approval result;
(4) Receive the Notice of Pre-approval of Enterprise Name.
4. Formulate the articles of association.
5. Go through the capital contribution formalities.
Hold the Notice of Pre-approval of Enterprise Name to open a special account for capital contribution in the capital contribution bank confirmed by the Industrial and Commercial Bureau, and deposit the subscribed capital contribution into the special account of the handling bank.
6. Verification by accounting firms. If it is in kind, it needs to be verified after evaluation.
7. Convene a general meeting of shareholders to determine directors and supervisors; Convene the board of directors to determine the candidates for chairman and manager; Convene the board of supervisors and confirm the chairman of the board of supervisors.
8. Submit the establishment document to the Industrial and Commercial Bureau.
(1) application form for enterprise establishment registration (including application form for enterprise establishment registration, list of unit investors (unit shareholders and promoters), list of natural person shareholders (promoters), list of investors of sole proprietorship enterprise and partners of partnership enterprise, payment of registered capital (registered capital and contribution) of investors, and registration form of legal representative).
(2) Articles of association;
(3) A capital verification report issued by a statutory capital verification institution;
(4) Notice of pre-approval of enterprise name;
(five) the qualification certificate of shareholders;
(6) power of attorney (power of attorney);
(7) enterprise secretary (contact) registration form;
(8) If the business scope involves pre-licensed projects, the approval documents of relevant examination and approval departments shall be submitted. Pre-approval is required for the business of special industries, but the business license can be marked as "No business without a license" in accordance with the establishment of companies in other districts and counties, which is inconsistent with the routine and requires prior communication and approval.
9. After obtaining the business license, you should open a basic bank account, go through the fund transfer formalities at the Industrial and Commercial Bureau, and receive the Notice of Transfer of Capital Contribution, and then transfer the funds in the special account for capital contribution to the basic enterprise account at the contributing bank.
10, go through the formalities of seal engraving, code certificate, tax registration certificate, social insurance registration certificate, etc.
After doing the above work, the establishment of the company was basically completed.
Three, after the bankruptcy of the subsidiary, should the parent company bear the debt?
According to the relevant laws of our country, subsidiaries are legal person enterprises with independent property rights. After the bankruptcy of the subsidiary, the parent company is not required to bear the debt, except that the parent company infringes on the rights of the subsidiary.
The company is an enterprise legal person, with independent legal person property and legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
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.
Disadvantages of a company holding a company 2 1. Take the risk of increasing the risk level.
Theoretically, a partnership or a limited company can be adopted as the holding company. If it is a holding company in the form of partnership, there is no problem with normal investment and management, because GP bears unlimited liability.
Once the holding company is in debt and it is difficult to return it, GP needs to bear the ultimate liability for compensation. As a holding company in the form of a limited company, shareholders are only liable for compensation according to the amount of capital contribution. Therefore, the shareholders of the holding company under the two forms of partnership and limited company have different degrees of risk.
2. Normative risks of tax planning
When many enterprises set up holding companies, the scale of registered capital is already very large. At this time, if they set up a holding company through capital increase, the registered capital of the enterprise will double or even more. In the case that it is difficult for enterprises to achieve rapid profit growth in the short term, the return on net assets of enterprises will drop significantly, and the return on capital will decrease, which is not conducive to further introducing external funds.
If it is established by reducing capital and then increasing capital, the actions of reducing capital and increasing capital need to be carried out in two different years, so as to prevent the administrative department for industry and commerce and external relevant institutions from mistakenly thinking that the company deliberately avoids taxes and moves capital. If a holding company is established through equity transfer, it is necessary to standardize the financial system of the enterprise and prevent the industrial and commercial tax authorities from declaring the transfer invalid and collecting punitive taxes from the enterprise.
If enterprises feel that it is not feasible to increase capital, then they usually choose the way of equity transfer. Entrepreneurs may focus on tax costs and try their best to hide assets, resulting in inaccurate asset evaluation and audit, which may be investigated and dealt with by tax authorities in the future.
3. Capital reduction brings goodwill and reduces risks.
When an enterprise establishes a holding company by reducing capital and increasing capital, external partners have doubts about the reliability and stability of the enterprise, and may think that the goodwill of the enterprise is not as good as before, thus reducing the' demand' for cooperation with the enterprise. This kind of risk, if it really happens, will lead to the loss of the holding company. Therefore, enterprises should give sufficient reasons when reducing capital.
4. Risk of major shareholder status
The establishment of a holding company is often considered as a consideration for the inheritance of individual shareholders or their families, but it is not always the case. Even if inheritance is not considered, the shareholder composition of the holding company should be designed. Sometimes, the equity of core managers should be placed in the holding company. In many enterprise cases, improper design of holding companies can easily lead to inviting wolves into the room.
Disadvantages of holding company 3 1. What are the risks of the company's shareholding?
(1) Risk of investment loss: If the company goes bankrupt, the more shareholders invest, the greater the risk of loss.
(2) No return on investment: If the company is not well managed, there will be no gains or losses for shareholders.
(3) Take legal risks: illegal operation, etc.
(4) Internal risks: infighting, trust crisis, etc.
Second, what should the company pay attention to when it becomes a shareholder?
(a) pay attention to indicate the number of shares of the company, and the shares should be clear;
(2) Attach importance to the establishment of the company's management organization;
(3) Try to find out the company's financial status, profitability and external liabilities;
(4) Pay attention to the company's current operation, whether there are lawsuits for mismanagement, etc. ;
(5) It is necessary to clarify the distribution method of shareholders' profits.
(6) Clarify the provisions of the shareholder withdrawal mechanism to avoid future disputes.
3. What are the ways for the company to become a shareholder?
(1) Mode of monetary contribution. The way of monetary contribution refers to the way that shareholders directly invest in the company with funds. Before the company is registered, the shareholders shall pay the subscribed capital contribution in full in currency, deposit it in the temporary account opened by the limited liability company in a bank or other financial institution, and show their credit certificates to the company to confirm their capital contribution qualification and ability.
(2) Investment in kind. Physical investment must be evaluated and appraised, and the state-owned assets management department should calculate and confirm the evaluation and appraisal results. Where a shareholder makes a contribution in kind at a fixed price, it shall go through the transfer formalities of the contribution in kind at the time of company registration and be verified by the corresponding capital verification institution.
(3) Industrial property investment mode. Industrial property investment can be roughly divided into two categories: one is patent right and trademark right; One is know-how. Shareholders use industrial property rights (including non-patented technology) as their capital contribution to the company. Shareholders must be the legal owners of industrial property rights (including non-patented technology) and confirmed by legal procedures. Shareholders contribute capital at a fixed price with industrial property rights (including non-patented technology).
It must be evaluated and the transfer formalities must be completed before the company is registered. At the same time, the Company Law stipulates that the fixed capital contribution of industrial property rights shall not exceed 20% of the registered capital of a limited liability company.
(four) the way of land use right investment. Where the land use right is used as the capital contribution, it must be assessed and priced by the land management department of the people's government at or above the county level, reported to the people's government at or above the county level for examination and approval, and the corresponding land use certificate shall be handled.