The concept of branch company
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.
Branch refers to the branch under the jurisdiction of the company, and refers to the organization established by the company outside its residence to engage in activities in its own name. The branch company does not have the qualification of enterprise legal person, and its civil liability shall be borne by the head office. Although there is the word company, it is not a real company and has no articles of association. The company name can only add the word "branch" after the name of the head office.
As a legal person, a limited liability company or a joint stock limited company shall, according to the needs of production and business activities, adopt the management mode of setting up branches within the company according to business classification and geographical scope, and carry out a reasonable division of labor. According to the Company Law, a branch established by a limited liability company or a joint stock limited company does not have the qualification of an enterprise legal person, and its civil liability shall be borne by the head office.
Registration conditions of branch companies
Place of branch registration
According to the provisions of Articles 46, 47 and 48 of the Regulations of the People's Republic of China on the Administration of Company Registration.
The specific content is:
Article 46 A branch refers to an organization established by a company outside its domicile to engage in business activities. This branch does not have the qualification of enterprise legal person.
Article 47 The registered items of a branch company include: name, business place, person in charge and business scope.
The name of the branch company shall conform to the relevant provisions of the state.
The business scope of the branch shall not exceed the business scope of the company.
Article 48 Where 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.
Information required for registration
To establish a branch, the following documents shall be submitted to the company registration authority:
(1) An 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.
Building materials
1. Application for registration of branch establishment signed by the legal representative of the company (with the official seal of the company);
2. The certificate of designated representative or authorized agent signed by the company (official seal of the company) and a copy of the identity certificate of designated representative or authorized agent;
The handling matters, authority and authorization period of the designated representative or entrusted agent shall be indicated.
3. Articles of Association (with official seal of the company);
4. A copy of the company's business license;
5. Certificate of use of the business premises of the branch;
Submit a copy of the property ownership certificate of the own property; A copy of the lease agreement and the lessor's property right certificate shall be submitted for the leased house. If the house is an urban house without obtaining the property right certificate, submit the certificate of the real estate management department or the certificate of completion acceptance, a copy of the purchase contract and the house sales license; If it is a non-urban house, submit relevant certificates stipulated by the local government. If the lessor is a hotel or restaurant, it shall submit a copy of the business license of the hotel or restaurant. If a general uses real estate as a residence, he shall submit a copy of the military real estate lease license.
If the house is changed into a business house, if it is an urban house, it shall also submit the registration schedule-the registration form of residence (business premises) and the certificate issued by the local residents' committee (or owners' committee) that the interested owners agree to change the house into a business house; If it is a non-urban house, submit relevant certificates stipulated by the local government.
6. A copy of the employment document and identity certificate of the person in charge of the branch issued by the company;
7. The business scope of the branch applying for registration includes the items that must be approved before registration according to laws, administrative regulations and the State Council decisions, and the relevant approval documents or copies of licenses or permits shall be submitted;
The business scope of the branch shall not exceed the business scope of the company.
8. Where laws, administrative regulations and the State Council decisions stipulate that the establishment of a branch company must be approved, a copy of the relevant approval documents or licenses shall be submitted.
note:
1. These Standards shall apply to the establishment registration of branches established in accordance with the Company Law and the Regulations on the Administration of Company Registration.
2. The application for registration of the establishment of a branch, the certificate of designated representative or entrusted agent, and the registration schedule-domicile (business premises) registration form can be downloaded from the China enterprise registration website of the State Administration for Industry and Commerce or obtained from the administrative department for industry and commerce.
3. The application form and other application materials submitted shall be in A4 paper.
If the above items do not indicate the copy to be submitted, the original shall be submitted; Where a copy is submitted, it shall be indicated? Consistent with the original? It shall be signed by the company, or its designated representative or entrusted agent shall affix its official seal or signature.
4. After the registration of the establishment of a branch company is approved by the company registration authority, the company shall apply to the company registration authority for filing with a copy of its business license within 30 days.