I. Overview of the Project
1. Project Name: Change Registration of Branch Company
2. Handling window: the window of the municipal administrative service center and the municipal administration for industry and commerce.
3. Time limit for commitment:
(1)1working day to change the name and address;
② Change the business scope and the person in charge for 5 working days.
(Complete information and legal form can be settled on the spot)
4. Charging standard and basis: 100 yuan/time. The State Planning Commission and the Ministry of Finance have calculated the price (1999)No. 1707; Jiafeizi (1992) No.414 of the State Administration of Price, Ministry of Finance and Administration for Industry and Commerce
Second, the legal basis
1, Company Law of People's Republic of China (PRC)
2. Regulations of the People's Republic of China on the Administration of Company Registration
3. Provisions on enterprise registration procedures
4. Provisions on the administration of enterprise name registration
5. Provisions on the registration and management of enterprise business scope
Third, the handling procedures
Step 1: The applicant submits an application to the window of the Industrial and Commercial Bureau of the Municipal Affairs Service Center with relevant materials. After the acceptance personnel pass the preliminary examination, they will issue an acceptance notice or a receipt of the application materials; Do not meet the acceptance conditions, on the spot or within 5 working days to inform the applicant of all the materials that need to be supplemented (issue a notice).
Step 2: If the applicant's application materials are complete and conform to the statutory form, he will make a decision on whether to approve the registration on the spot and issue a notice of registration decision; If it is necessary to verify the substantive contents of the application materials, it shall issue a Notice on Matters Needed to Be Verified in Enterprise Registration Materials, and make a decision on approval or disapproval within 10 working days.
Step 3: After the expiration of the commitment period (except for the substantial contents of the application materials that need to be verified), the applicant will renew the business license at the issuing window with the Notice of Registration Decision.
Four. Application material
1. Application for change of branch registration 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. If the laws and administrative regulations stipulate that the change of the registered items of the branch company must be approved, a copy of the relevant approval document or license certificate shall be submitted;
4. Where an application for changing the name of a branch company is made due to the change of company name, a copy of the company registration permission notice issued by the company registration authority and a copy of the changed business license of the company as an enterprise legal person shall be submitted;
5. If a branch changes its business scope, it shall submit a copy of the Company's Business License for Enterprise as a Legal Person;
After the change, if the business scope of the branch involves projects that must be approved before registration according to laws, administrative regulations and the State Council decisions, it shall submit relevant approval documents or license certificates or copies of licenses; The business scope of the branch shall not exceed the business scope of the company.
6. If a branch changes its business premises, it shall submit the certificate of use of the changed business premises;
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, it belongs to a city house. According to Article 48 of Chengdu Property Management Regulations, the owners and users shall use the house according to the purpose approved by the planning administrative department or specified in the real estate register, and shall not change the nature of its use without authorization.
If it is really necessary to change, in addition to complying with laws, regulations and management regulations, it shall be approved by the interested owners; And approved by the administrative departments of planning, land, health, environmental protection and fire protection according to law; If it is a non-urban house, submit relevant certificates stipulated by the local government.
7. If the branch changes the person in charge, it shall submit the dismissal document of the person in charge of the original branch and the appointment document of the new person in charge issued by the company; Fill in the Change Registration-Person-in-Charge Information List;
8. Copy of the company's business license
9. A copy of the business license of the branch.
note:
1. These Standards are applicable to branches established in accordance with the Company Law and the Regulations on the Administration of Company Registration.
2. Obtain the application for change registration of the branch from the Administration for Industry and Commerce, the certificate of the designated representative or entrusted agent, and the schedule of change registration-information of the person in charge.
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; If a copy is submitted, it shall be marked as "consistent with the original" and signed by the company, or its designated representative or entrusted agent shall affix its official seal or signature.
Extended data:
First, wholly-owned subsidiaries become branches, which can generally be absorbed and merged. If it is not a wholly-owned subsidiary, it should first acquire a minority stake and become a wholly-owned subsidiary, and then absorb the merger. The parent company's absorption and merger of wholly-owned subsidiaries is equivalent to the cancellation of wholly-owned subsidiaries, and all its assets, liabilities, business and personnel are transferred to the parent company.
The general practice is to transfer all the assets and liabilities of subsidiaries to the parent company (the transfer of liabilities needs to go through the formalities of notifying creditors according to law), and then cancel the subsidiaries that have become empty shells. Accounting treatment is the recovery of investment.
This way can maintain the continuity of the production and operation activities of subsidiaries, and is not restricted by the general enterprise's "no production and operation activities unrelated to liquidation during liquidation". Because there are other shareholders in the non-wholly-owned subsidiary, it is necessary to acquire minority shares and become a wholly-owned subsidiary of a single shareholder before the merger operation can be carried out.
It can also be agreed that the minority shareholders of the subsidiary will exchange their minority shareholders' shares of the subsidiary for the additional shares of the parent company, but the specific operation is also divided into two steps: the first step is to exchange shares, and the subsidiary will become a wholly-owned subsidiary and the minority shareholders will become shareholders of the parent company; In the second step, the parent company absorbs and merges the subsidiaries that have become wholly-owned subsidiaries.
Two. The basic procedures of the company's absorption and merger are as follows:
1. Shareholders of the merged company make merger resolutions respectively;
2. Each party to the merger shall prepare a balance sheet and a list of assets respectively;
3. The parties shall sign a merger agreement, which shall include the following contents;
Names, domiciles and legal representatives of the parties to the merger agreement; The name, domicile and legal representative of the merged company; Registered capital of the merged company. When a limited company that does not have the relationship between investment and investment is merged, the registered capital shall be the sum of the registered capital of both parties. If there is an investment relationship, the amount of capital contribution formed by the investment shall be reduced. ?
The form of merger; The creditor's rights and debts inheritance scheme of the parties to the merger agreement; Liability for breach of contract; Ways to resolve disputes; Date and place of signing the contract; Other matters deemed necessary by the parties to the merger agreement.
4. Notify creditors within 10 days from the date of making the resolution.
5. Make an announcement in the newspaper within 30 days from the date of making the resolution.
6. Accounting treatment, such as reconciliation and report consolidation.
7. Verification of paid-in capital after consolidated statements.
8. Apply to the registration authority for registration 45 days after the resolution is made. Subsidiaries apply for cancellation of registration, and group companies apply for change registration.
Third, the main features
1, the branch is established by the affiliated company according to law;
2. The branch does not have its own independent property, the economic accounting is unified with the affiliated company, and the liabilities in the business activities are paid off by the affiliated company. The property it actually occupies and uses is part of the property of the head office and listed in the balance sheet of the head office.
3. A branch is not a company, so it can be established without following the company's establishment procedures, as long as it performs simple registration and industrial and commercial procedures.
4. Branches do not bear civil liability independently, have no articles of association of their own, and have no corporate decision-making and business executive body in the form of board of directors;
There is no independent name for the branch, just add the word "branch" to the name of the head office.
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