Subsidiary registration process

The company wants to register a subsidiary to run its business. How to register a subsidiary? Today, Bian Xiao sorted out the subsidiary registration process and shared it with you. Welcome to read, for reference only!

I. Nuclear name

Go to the industrial and commercial bureau to get one? Application form for pre-approval of enterprise name? , fill in the name of the company you want to take, and the industrial and commercial bureau will search online (the intranet of the industrial and commercial bureau) to see if there is a duplicate name. If there is no duplicate name, you can use this name and send a copy? Notice of pre-approval of enterprise name? .

Information provided by company name query:

1. Provide copies of ID cards of legal persons and shareholders (if the investor is a company, a copy of business license is required);

2. Provide the name of the company, indicating the business scope and investment proportion.

Second, renting a house.

Go to a special office building to rent an office (some places are not allowed to work in residential buildings), sign a lease contract after renting, and ask the landlord to provide a copy of the real estate license. After signing the rental contract, you have to go to the tax bureau to buy stamp duty, and the tax rate is one thousandth of the annual rent. For example, if your annual rent is 65,438+00,000 yuan, you need to buy stamp duty of 65,438+00 yuan and post it on the front page of the rental contract. Any place that needs to use the rental contract in the future needs a copy of the contract with stamp duty.

Third, write? Charter?

Fourth, carve a private seal.

Carve a company seal (square) where the seal is engraved.

5. go to the accounting firm to get it? Bank confirmation letter?

Contact the accounting firm to get one? Bank confirmation letter? (It must be the original, and the accounting firm should be stamped with a fresh seal).

6. Go to the bank to open a company capital verification account.

Bring the company's articles of association, the name verification notice issued by the industrial and commercial bureau, the personal seal of the legal representative, ID card and blank inquiry letter form, and go to the bank to open a company account, indicating that it is a capital verification account. After opening a company account, each shareholder will deposit the corresponding money into the company account according to his own capital contribution.

Seven. Handle capital verification report

Take the shareholder's payment form issued by the bank, the inquiry letter sealed by the bank, the company's articles of association, the notice of name verification, the rental contract and the copy of the real estate license, and go to the accounting firm to handle the capital verification report.

Eight, apply for a business license

Obtain various forms of company establishment registration from the Industrial and Commercial Bureau, including the application form for establishment registration, the register of shareholders (promoters), the registration form of directors, managers, supervisors, legal representatives, designated representatives or entrusted agents, etc. Fill it out and submit it to the Industrial and Commercial Bureau together with the Notice of Name Approval, Articles of Association, Rental Contract, Copy of Property Ownership Certificate and Capital Verification Report.

9. Official seal and financial seal.

With the business license, engrave the official seal and financial seal at the engraving institution designated by the Public Security Bureau. In the following steps, you need to use the official seal or financial seal.

Ten, for the enterprise organization code certificate.

Further reading: teach you how to apply for organization code certificate.

With the business license, go to the Technical Supervision Bureau for the organization code certificate. The technical supervision bureau will first issue a certificate of the pre-acceptance code. With this document, you can go through the tax registration certificate and basic bank account opening procedures.

To apply for an enterprise organization code certificate, you need to provide the following materials:

1, an enterprise with a business license issued by the Administration for Industry and Commerce;

2. The original and photocopy of the ID card of the legal representative (or person in charge);

3. Original and photocopy of the agent's ID card;

4. Original and photocopy of the organization code certificate of the competent authority directly under the higher level;

5. Official seal of the unit.

Eleven, go to the bank to open basic deposit account.

With business license and organization code certificate, go to the bank to open basic deposit account.

To open a basic account, you need to fill in many forms and bring the original business license, ID card, organization code certificate, public property seal and legal person seal.

When you open basic deposit account, you need to buy a cipher (since the second half of 2005, most banks have this requirement), and the cipher needs 280 yuan. In the future, your company will need to use a cipher to generate passwords when writing checks and withdrawing money.

Twelve. Deal with tax registration

After receiving the license, you should go to the local tax bureau for tax registration certificate within 30 days. General companies need to apply for two kinds of tax registration certificates, national tax and local tax. When handling the tax registration certificate, you must have an accountant, because one of the materials required by the tax bureau is the accounting qualification certificate and ID card.

Materials to be provided for tax registration:

1. One original and one copy of the Business License for Enterprise as a Legal Person;

2. One original and one copy of the unified code certificate of the organization;

3. One original and one copy of the capital verification report;

4. One original and one copy of the articles of association or agreement or feasibility study report or contract;

5. One original and one copy of the resident ID card of the legal representative, the person in charge of finance and the taxpayer;

6. One original and one copy of the property right or use right or lease certificate (stamped with stamp duty) of the business premises;

7. Fixed telephone; Mailing address.

Thirteen. Application for receiving and purchasing invoices:

If the company sells goods, it should apply for an invoice in the national tax; If it is a service company, it should apply for an invoice in the local tax.

Finally, it opened. Pay attention to filing tax returns on time every month. Even if you don't start business, you don't have to pay taxes, but you should also declare them at zero, otherwise you will be fined.

Conditions for establishing subsidiaries

Subsidiary is a legal concept corresponding to parent company. A parent company refers to a company that owns more than a certain proportion of shares in another company or can actually control another company through an agreement. A subsidiary refers to a company whose shares are owned by another company or actually controlled by another company through an agreement. A subsidiary has the status of a legal person and can bear civil liability independently, which is an important difference between a subsidiary and a branch.

(1) The subsidiary is actually controlled by the parent company. The so-called actual control means that the parent company has the actual decision-making power over all major matters of the subsidiary, especially the composition of the board of directors of the subsidiary. The parent company may appoint multiple directors of the board of directors by exercising its power without the consent of others. Although some trust institutions own a large number of shares in the company, they do not participate in the actual control of the company's affairs, so they do not belong to the parent company.

(2) The control relationship between the parent company and the subsidiary company is based on the ownership of equity or control agreement. According to the majority voting principle of the shareholders' meeting, the more shares you own, the more you can get the decision-making power on the company's affairs. Therefore, if a company owns more than 50% of the shares of another company, it is bound to be able to control the company. But in fact, due to the dispersion of shares, as long as you own more than a certain proportion of shares, you can obtain the majority voting rights at the shareholders' meeting and obtain the controlling position. In addition to share control, the relationship between parent company and subsidiary company can also be formed by concluding some special contracts or agreements to make one company under the control of another company.

(3) The parent company and subsidiaries are independent legal persons. Although the subsidiary is under the actual control of the parent company, many aspects should be managed by the parent company, and some of them are even similar to the branches of the parent company, legally speaking, the subsidiary is still an independent company with legal person status. Have its own company name and articles of association, and conduct business activities in its own name. Its property and the property of the parent company are independent of each other and each has its own balance sheet. In terms of property liability, subsidiaries and parent companies also bear their own property liabilities to the extent of all their property, and there is no correlation between them.

A company that controls other companies by holding more than a certain percentage of their shares is also called a holding company. Parent company and holding company are two common concepts. A subsidiary can also become a holding company by controlling a certain proportion of shares of other companies, and the controlled company becomes Sun Company. The parent company has become a huge company group by controlling many subsidiaries and Sun companies. As long as the parent company uses less capital, it can use the capital of its subsidiaries to acquire other companies, forming a pyramid-shaped company group model.