What is the process of registering a branch office?
(1) Approved branch name. Provide the business license of the head office and the application for approval of the enterprise name, and apply to the district industrial and commercial bureau where the branch company is registered.
(2) handle the pre-approval project. If there are special products or services within the business scope of the branch, it is necessary to apply for an industry approval license. For example, if there is food business in the business scope of the branch, it is necessary to apply for food circulation license, and if it is engaged in transportation business, it is necessary to apply for road transportation license.
Generally speaking, the business scope of a branch company cannot exceed that of the head office.
(3) Submit application materials for branch registration and apply for industrial and commercial business license. Provide the application of the head office, the resolution of the shareholders' meeting and the identity certificate of the person in charge of the branch office to the Administration for Industry and Commerce.
(4) carving. After the branch business license comes out, it can be engraved with the official seal, financial seal and the seal of the person in charge of the branch.
(5) Apply for organization code certificate.
(6) Handling the tax registration certificate. No matter whether it is an independent accounting branch or a non-independent accounting branch, it is necessary to carry out tax registration and obtain a tax registration certificate.
After the above steps are completed, the branch registration is basically completed. If it is an independent accounting branch, you need to go through the following procedures:
(1) Open a branch account.
(2) Apply for an invoice.
What are the registration materials of the branch?
Article 48 of the Regulations on the Administration of Company Registration stipulates that if a company establishes a branch, it shall apply for registration with the company registration authority where the branch is located within 30 days from the date of making the decision; Where laws, administrative regulations or decisions of the State Council require the approval of relevant departments, it shall apply to the company registration authority for registration within 30 days from the date of approval.
To establish a branch, the following documents shall be submitted to the company registration authority:
(1) Application for registration of branch establishment signed by the legal representative of the company;
(2) A copy of the Articles of Association and the Business License of Enterprise as a Legal Person stamped with the company seal;
(3) Certificate of use of the business premises;
(4) The post-holding documents and identity certificates of the person-in-charge of the branch;
(5) Other documents required by the State Administration for Industry and Commerce. Where laws, administrative regulations or decisions of the State Council stipulate that the establishment of a branch company must be approved, or the business scope of the branch company belongs to matters that must be approved before registration according to laws, administrative regulations or decisions of the State Council, relevant approval documents shall also be submitted.
How should branches and subsidiaries pay taxes?
I. Trade-offs between branches and subsidiaries
Article 14 of the Company Law stipulates that: subsidiaries have the qualifications of legal persons and independently bear civil liabilities according to law; A branch company does not have legal person status, and its civil liability shall be borne by the company. ? If an enterprise establishes a branch, so that it does not have the qualification of a legal person and does not conduct independent accounting, the head office may pay enterprise income tax. In this way, the head office can adjust the profit and loss and reasonably reduce the burden of enterprise income tax. Of course, the establishment of branches should consider three factors:
The first is the profit and loss of the branch. When the head office is profitable and the newly established branch may lose money, the head office mode should be chosen. According to the provisions of the tax law, the branch is a dependent taxpayer, and its losses can be made up by the profits of the head office; If a subsidiary is established, and the subsidiary is an independent taxpayer, its losses can only be made up by the profits realized in the following years, and the head office cannot make up for the losses of the subsidiary, nor can it offset the investment cost of the investment in the subsidiary.
When the head office is losing money and the newly established branch may be profitable, the parent-subsidiary model should be chosen; Subsidiaries do not need to bear the losses of the parent company, but can accumulate development funds. The head office can transfer its good assets to its subsidiaries and dispose of non-performing assets.
Secondly, the situation of enjoying tax incentives. According to the provisions of the tax law, when the head office enjoys tax benefits but the branch office does not, the head office company model can be selected, so that the branch office can also enjoy tax benefits. If the branch company has preferential tax policies, when the branch company starts to make profits, it can change its registered branch company into a subsidiary company and enjoy the local preferential tax policies, which will receive better tax payment effect.
Thirdly, the profit distribution form and risk liability of branches are not conducive to independent profit distribution because branches do not have the qualification of independent legal persons. At the same time, if the branch has risks and related legal responsibilities, it may implicate the head office, while the subsidiary does not have such concerns.
Second, the choice of branches and subsidiaries
According to the Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Printing and Distributing the Interim Measures for the Administration of Enterprise Income Tax Collection for Cross-regional Business Summary (Guo Shui Fa [2008] No.28), the enterprise shall implement it? Unified calculation, hierarchical management, on-site advance payment, summary liquidation, financial allocation? Measures for the administration of enterprise income tax collection. That is, the head office of the enterprise uniformly calculates all taxable income and taxable amount, including all business institutions and places that the enterprise belongs to without legal person qualification. However, the competent tax authorities where the head office and branches are located have the responsibility to manage the enterprise income tax of local institutions, and the head office and branches shall be subject to the management of the competent tax authorities where the institutions are located. During each tax period, the head office and branches shall report the advance payment of enterprise income tax to the local competent tax authorities on a monthly or quarterly basis. After the end of the year, the head office is responsible for the annual settlement and payment of enterprise income tax, uniformly calculating the annual income tax payable by the enterprise, and after deducting the enterprise income tax paid in advance by the head office and branches in the current year, paying more taxes and paying less taxes. This provides a policy basis and guarantee for branches to save taxes reasonably.
When an enterprise sets up a branch, it is usually appropriate to adopt the form of a branch because of the high cost and high probability of loss in the initial stage of establishment, and it can enjoy the benefits of the headquarters breaking even. After two or three years of operation, when the branch begins to turn losses into profits, it can be registered as a subsidiary again, which can reduce the legal influence of the branch on the head office.
The March 8th branch does not need to pay income tax in advance on the spot.
According to the Notice of the Ministry of Finance, the People's Bank of China and State Taxation Administration of The People's Republic of China on Printing and Distributing the Interim Measures for Enterprise Income Tax Distribution and Budget Management of Head Offices across Provinces and Cities (2008 10/0) and other related documents, the following eight branches do not need to prepay enterprise income tax on the spot, which provides more favorable conditions for the consolidated tax payment of the headquarters and branches, and can better enjoy the consolidated tax policy of the head office and branches and avoid the branches.
1, the branches of vertically managed central enterprises do not need to pay enterprise income tax in advance. For example, China Bank Co., Ltd., China Development Bank, central huijin Investment Co., Ltd., China Oil and Gas Co., Ltd. and other enterprises whose income tax is not included in the scope of sharing between the central and local governments.
2. Branches at level 3 and below do not prepay enterprise income tax locally, and their operating income, employees' salaries and total assets are uniformly included in the secondary branches.
3. If the branch does not have a functional department with independent production and operation, the functional department without independent production and operation will not pay enterprise income tax in advance on the spot. If a branch has an independent production and operation functional department, but its operating income, employees' salaries and total assets cannot be accounted for separately from the management functional department, the independent production and operation department shall not be regarded as a branch, and its enterprise income tax is allowed to be paid in summary with the headquarters, and it is not necessary to prepay the enterprise income tax on the spot.
4. Secondary and below branches of enterprises that do not have the main production and operation functions and do not pay value-added tax and business tax locally, such as product after-sales service, internal research and development, warehousing, etc. , do not prepay enterprise income tax locally.
5. If it is recognized as a small and meager profit enterprise in the previous year, its branches will not pay enterprise income tax in advance.
6. For newly established branches, enterprise income tax shall not be paid in advance in the year of establishment.
7. For the cancelled branch, the enterprise income tax payable during the remaining period of the current year shall be paid into the central treasury by the head office.
8. A business institution established outside China by an enterprise without legal person status may not prepay enterprise income tax on the spot.
Matters needing attention in registering a branch company
1. What conditions should a branch meet?
The establishment of a branch company shall meet the following conditions:
(1) The name shall comply with the relevant national regulations: the name of the branch must be preceded by the full name of the company;
(2) The business scope must comply with the relevant provisions of the state: the business scope of the branch shall not exceed the business scope of the company;
(3) Having a fixed place of production and business operation and necessary conditions for production and business operation: a branch company shall not operate in the same place of business as the company.
2. Where does the registered capital of the branch come from?
The branch is established by the parent company and does not involve the injection of registered capital. The working capital of the branch company is supplied by the head office, and the assets of the head office are responsible for the debts of the branch company.
3. Does the name of the branch need to be approved in advance?
The name of a branch established by an enterprise does not need to be approved in advance. The branch has no legal person status and cannot bear civil liability independently. Its name should be preceded by the name of the enterprise to which it belongs, with? Branch? 、? Branch factory? 、? Branch? The words ","and "indicate the name or place name of the branch's industry and local administrative division, but if its industry is consistent with its subordinate enterprises, it can be omitted.
4. How to determine the business scope of the branch?
With the rapid development of chain economy, more and more enterprises set up branches. When registering a branch, it is necessary to determine the business scope of the branch and report it to the Administration for Industry and Commerce for approval.
(1) According to the Company Law of People's Republic of China (PRC) and relevant laws on company registration, the business scope of the branch company cannot exceed that of the head office.
(2) If the business scope of the branch involves special industries, products or services, an industry approval license shall be provided.
(3) The business scope of the branch company changes with the business scope of the head office. When the head office adds a new business scope, the branch office can also add the business scope, and it is necessary to go through the formalities for changing the branch office.
5. Where is the registered address of the branch?
The registered address of a branch must be an office building, and residential or commercial buildings are not allowed to register.
The above is the process of how to set up a branch provided by Bian Xiao, and I hope it will help you.
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