If the name of the license is Business License of Enterprise as a Legal Person, it is a subsidiary, and if it is Business License, it is a branch. Look at the company name. If it is a branch, its company name will have the words "XXX branch". Where a company establishes a branch in accordance with Article 47 of the Regulations of the People's Republic of China on the Administration of Company Registration, 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) 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.
Second, the difference between a branch and a subsidiary.
1, established in different ways.
A subsidiary is generally established by two or more shareholders, including the company, in accordance with the provisions of the company law. Registration shall comply with the provisions of the Company Law on the conditions for establishment and the mode of capital contribution, and obtain the Business License of Enterprise as a Legal Person from the industrial and commercial department. The name of a subsidiary is usually a limited liability company or a joint stock limited company.
When a company establishes a branch, the head office usually applies for a business license from the local industrial and commercial authorities outside its domicile, and the names of the branches are XXX.
2. Different legal status
A subsidiary has the status of a legal person, has an independent name, articles of association and organization, engages in business activities in its own name, can independently carry out various business activities and engage in various civil activities within its own business scope, and independently bear all consequences and responsibilities brought about by the company's actions. However, major decisions or major personnel arrangements involving the interests of the company must still be decided by the parent company.
The branch company was established by the head office at the request of the local industrial and commercial departments outside the place of residence. Branches belonging to the head office have no legal person status and no independent name, articles of association and organization. Although business activities can be carried out independently, they must be carried out in the name of the branch of the head office and only within the scope authorized by the head office.
3. Different control methods
Generally speaking, the parent company does not directly control its subsidiaries, but mostly adopts indirect control, that is, it affects the production and business activities of subsidiaries through investment decisions and the appointment and dismissal of board members of subsidiaries.
Branches are not. Their property, business and personnel are directly controlled by the head office and can only engage in business activities within the business scope of the head office.
There are different ways to assume debt responsibility.
A subsidiary has the status of a legal person and is liable for the debts arising from its business activities with all its property.
Not only does the branch company have no independent property, but it also has to do unified financial accounting with the head office. The head office must pay off the debts incurred by the branch company in its business activities with all its property.
5. The legal effect in litigation is different.
The basic spirit of China's legal person system is that the legal person only bears civil liability with its own property, the factor company is an independent legal person, and the subsidiary only bears civil liability with its own assets. Except for the investors (i.e. shareholders of subsidiaries) who make false capital contributions or withdraw funds after making capital contributions, some investors who can't pay off need not bear it alone.
When a branch company is not an independent legal person and fails to perform its debts in the course of business development, the creditor may demand the head office to bear the repayment obligation, or directly take the head office as the defendant and demand it to bear the responsibility in the lawsuit.
3. Which is better, a branch or a subsidiary?
Subsidiaries and branches have their own characteristics and advantages. A subsidiary has the status of a legal person and can independently bear civil liability according to law. Although a branch company does not have the qualification of a legal person and its civil liability is borne by the company, it can also engage in certain civil activities in its own name.
Article 14 of the Company Law of People's Republic of China (PRC)
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.
According to article 74 of the Civil Code
A legal person may set up branches according to law. Where laws and administrative regulations stipulate that branches should be registered, such provisions shall prevail.
Branches engage in civil activities in their own names, and the resulting civil liabilities shall be borne by legal persons; It can also be borne by the property managed by the branch company first. If it is insufficient, it shall be borne by the legal person.
The above is the legal knowledge about how to determine whether a company is a branch or a subsidiary. To sum up, we can judge branches and subsidiaries by looking at the company name and the license of the company registration level.