The holding subsidiary is a group company that holds more than 5 1% of the shares of the subsidiary and has voting rights, but the two companies are independent and have independent legal persons, so it is more cost-effective to separate them; Similarly, a wholly-owned subsidiary controls 100% of the shares, but the two companies are independent and have independent legal personality, so why should they be set up like this? General group companies want to buy a company, but they can't do it in the name of the group company, so they set up such a wholly-owned subsidiary and buy another company through the subsidiary to achieve the purpose of indirect acquisition by the group company; The directly affiliated branch is a branch of this company. There is only one legal person and they are subordinate.
Article 14 of the Company Law of People's Republic of China (PRC) * * A company may 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.
Article 13 The legal representative of a company shall be the chairman, executive director or manager in accordance with the articles of association, and shall be registered according to law. Where the legal representative of the company changes, it shall go through the registration of change.
Fifteenth companies can invest in other enterprises; However, unless otherwise provided by law, investors shall not be jointly and severally liable for the debts of the invested enterprises.
Article 16 The company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors or shareholders' meeting in accordance with the provisions of the company's articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits.
Where a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting.
Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.