I. Legal liability of the person in charge of the branch
A branch refers to a branch under the jurisdiction of the company in terms of business, funds and personnel. Not qualified as a legal person. A branch is a branch, which is not independent in law and economy, but a subsidiary of the head office. A branch company has no name, articles of association or property, and it shall bear legal liability for the debts of the branch company with the assets of the head office.
A branch is a branch of the head office, and its property is part of the head office. It only has the right to operate and use, but does not enjoy ownership, and the scope of external responsibility is not limited by the property managed by the branch. In the case that the parties only choose the sub-branch as the defendant, the court can directly judge the sub-branch to bear legal responsibility. When the parties choose the head office instead of the branch as the defendant, they should be treated differently according to the responsibility of the branch. If the branch has strong solvency, it shall inform the parties to change the subject of litigation or add defendants ex officio. If there are special legal provisions, such as litigation with insurance companies and banks as defendants, special provisions shall be applied to reject the plaintiff's claim. In the case that the branch company and the head office are co-defendants, if the branch company has no strong ability to pay, it can be determined that the head office bears supplementary responsibilities while determining that the branch company bears responsibilities.
Second, the relationship between the branch and the head office.
1, concept
The head office manages its branches and has the right to exercise command, management and supervision over the production and operation, capital allocation and personnel management of its subsidiaries. It is qualified as a legal person and can independently bear civil liabilities. Branch is a legal concept corresponding to the head office, which refers to a branch that is managed by the head office in terms of business, funds and personnel and does not have legal person status. The branch is not independent in law and economy, and belongs to the subsidiary of the head office.
2, contact and difference
(1) The branch does not have its own independent property, and the property actually occupied and used is part of the property of the head office and listed in the balance sheet of the head office.
(2) The branch does not have the legal person qualification and does not bear civil liability independently.
(3) The establishment procedure of a branch is different from that of a company in the general sense, and the establishment of a branch only requires simple registration and business opening procedures.
(4) The branch does not have its own articles of association, and there is no corporate management decision-making body such as the board of directors.
(5) The name of the branch company is the name of the head office plus the words of the company. Although the name has the word company, it is not a real company.
Legal basis:
Company Law of the People's Republic of China
Article 14
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.