Article 4 of China's "Interim Provisions on the Registration and Management of Enterprise Groups" points out: "A subsidiary is an enterprise legal person whose parent company owns all the shares or control rights." According to the principle of actual control, subsidiaries can be divided into:
(1) wholly-owned subsidiary. If the parent company should hold a company100% equity, it is a wholly-owned subsidiary. A wholly-owned subsidiary is different from a branch company, which does not have the status of an enterprise legal person, and its civil liability shall be borne by the head office. According to the requirements of China's original company law, general enterprises are not allowed to set up wholly-owned subsidiaries with independent legal personality, but can only jointly set up limited companies and joint stock limited companies, or independently set up wholly-owned branches without legal personality. Therefore, for a long period of time, group companies generally will not set up new wholly-owned companies. Article 58 of the new Company Law, which came into effect on June 65438+1 October1,2006, stipulates the legality of "establishing a one-person limited liability company". A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders. A one-person limited liability company established by the parent company is its wholly-owned subsidiary. Therefore, wholly-owned companies will become an important form of subsidiaries.
(2) Absolute holding subsidiary. If the parent company holds more than 50% equity of Company B and has absolute control over Company B, then Company B is the absolute holding subsidiary of the parent company.
(3) Relatively controlled subsidiaries. If the parent company holds less than 50% of the shares of Company B and is the largest shareholder, and the parent company can control the board of directors of Company B, then Company B is the relative holding subsidiary of the parent company. If the shares (or capital contribution) of Company B are dispersed, then even if the parent company holds a small proportion of the shares of Company B, Company B can become the actual holding subsidiary, so as to grasp the control right of its actual operation, including key positions such as chairman, general manager and financial manager.