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.
A branch is a branch or subsidiary directly engaged in business activities of the head office. Although a branch has the word company, it is not a real company. Because the branch does not have the qualification of an enterprise legal person, does not have an independent legal status, and does not bear civil liability independently.
Question 2: What's the difference between a branch and a subsidiary?
A branch of a company refers to a branch established by the company. The company is the first general organization to set up various institutions. The branch is under the jurisdiction of the company, and the relationship between the company and the branch is jurisdiction and jurisdiction.
A company's subsidiary refers to a company invested by and dominated by the company. The subsidiary has a whole set of company organizations. A company that holds shares in a subsidiary and is in a controlling position becomes a parent company. There are two forms for a parent company to set up a subsidiary. One is to invest in a new company, and the other is to control the existing public incentives by buying shares.
The branch company does not have the legal person qualification in law, that is, it does not have the corporate legal person qualification, and the civil liability arising therefrom shall be borne by the company. Although the subsidiary is controlled by the parent company, it is an independent company, with the qualification of enterprise legal person, independent civil liability and independent existence, and goes through various procedures for the establishment of the company according to law.
Question 3: baike.baidu/view/115701? What is the subordinate company of?
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Question 4: What does a subsidiary mean? A subsidiary refers to a company that is controlled by another company or actually controls and dominates a certain number of shares by another company according to an agreement. A subsidiary owns all its own property, has its own company name, articles of association and board of directors, conducts business activities and various civil activities in its own name, and independently bears all consequences and responsibilities brought about by the company's actions. However, major decisions or major personnel arrangements involving the interests of the company still have to be decided by the parent company.
Question 5: What's the difference between a branch and a subsidiary? Subsidiaries and branches are important organizational forms of modern large companies. Why does a company arrange some subsidiaries as subsidiaries and others as constituent companies? Which is the best choice for a company to set up branches, subsidiaries or branches? Before answering these questions, let's take a look at the characteristics of branches and subsidiaries: (1) branch branch is a concept corresponding to the head office or company. The businesses of many large enterprises are distributed all over the country and even in many countries, and the branches or subsidiaries established by the company are directly engaged in these businesses. These branches or subsidiaries are called branches. The company itself is called the head office or company. Although the relationship between the branch and the head office is somewhat similar to that between the subsidiary and the parent company. However, the legal status of a branch company is completely different from that of a subsidiary company, and it has no independent legal status. A branch is a branch or subsidiary directly engaged in business activities of the head office. Although a branch has the word company, it is not a real company. Because the branch does not have the qualification of an enterprise legal person, does not have an independent legal status, and does not bear civil liability independently. The characteristics of the branch are as follows: ① The branch does not have its own independent property, and the property actually occupied and used is part of the property of the head office and listed in the balance sheet of the head office. (2) The branch does not bear civil liability independently. (3) A branch is not a company, and its establishment does not need to follow the company establishment procedures, as long as it can be established through simple registration and industrial and commercial procedures. (4) The branch does not have its own articles of association, and there is no corporate decision-making and business executive body in the form of board of directors. (5) The name of the branch, as long as the words "branch" are added behind the name of the head office. (2) 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 parent company and 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. (3) Different from the provisions of the Company Law, a company may set up branches without the qualification of an enterprise legal person ... >>
Question 6: Does a subordinate company mean a subsidiary? What about the company? What's the difference between the three? Subordinate companies include subsidiaries, branches and affiliated companies. Its subsidiaries can be two organizations with parallel brands and different businesses, with equal status and no subordinate relationship, but they belong to the same group.
Question 7: What is a full-time subsidiary? First of all, understand what a head office is and what a subsidiary is.
The head office refers to a company that is in a leading position at the administrative level and has at least one subsidiary.
A subsidiary refers to a new company established by the parent company, which has a subordinate relationship with the parent company, but has no legal joint relationship.
For example, it is against the law for a company to set up a subsidiary. The subsidiary will not punish the parent company, but it will provide profits to the parent company in proportion.
A wholly-owned subsidiary of a company means that the parent company contributes 100% to set up a subsidiary, and all the profits of the subsidiary belong to the parent company, but it does not bear legal responsibility.
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Question 8: What is a wholly-owned subsidiary? That is, the parent company controls all the shares of its subsidiaries.
Parent companies and subsidiaries are classified according to the external organizational relationship of the company, that is, the relationship between control and being controlled, attachment and attachment between different companies. However, there is absolutely no relationship between the two. The parent company and its subsidiaries are independent enterprise legal persons in legal status and can independently participate in foreign business activities. On the relationship between the two, the parent company can control the operating principles of its subsidiaries and even give instructions on their specific operations and trading activities. This relationship is linked by capital, and the parent company is either wholly-owned or the subsidiary company has a majority stake.
Question 9: The difference between a branch and a subsidiary. A subsidiary refers to a company with independent legal personality established and controlled by the parent company. Generally, the parent company owns considerable shares in its subsidiaries and has strong control, but the subsidiaries themselves have independent legal personality and bear civil liabilities independently according to law. If the shareholding ratio of the parent company reaches more than 50%, it is called "absolute holding"; If a subsidiary has multiple shareholders, the holding proportion of the parent company is the highest among all shareholders, but it does not exceed 50%, which is called "relative holding". A branch is a branch established by the company according to law that does not have the qualification of an independent legal person but can operate independently.
Because of the different legal status of branches and subsidiaries, the legal significance of their participation in civil activities as the main body of civil activities is also very different. Mainly in the following aspects:
(1) is established in different ways. Subsidiaries are generally established by two or more shareholders, are independent legal persons, independently bear civil liabilities and independently carry out various business activities within their own business scope; Branches are established by the head office in accordance with the law by the local industrial and commercial departments outside its domicile, and no registered capital is required when they are established. They belong to the branches of the head office, and although they can also carry out business activities independently, they should be carried out within the scope authorized by the company. Generally speaking, this authorization is expressed by applying for the establishment of a branch office. In other words, applying for the establishment of a branch in the industrial and commercial department is regarded as the company authorizing the branch to carry out activities within the company's business scope. The business scope of a branch company cannot exceed that of the head office.
(2) The methods and names of industrial and commercial registration are different. The subsidiary has obtained the business license of enterprise legal person in the industrial and commercial department; The branch company obtains the business license. The names of enterprises are also very different. The names of the subsidiaries are "XX Limited Liability Company" or "XX ××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××
(3) The legal effect in litigation is different. As the subsidiary is an independent legal person, it can only pursue civil liability with its own assets. Unless the investor (that is, the shareholder of the subsidiary) makes false capital contribution or withdraws funds after capital contribution, the unpaid part cannot be recovered from the investor. However, if the branch company is not an independent legal person and cannot perform its debts in the course of business development, the creditors may require the head office to undertake the repayment obligation. In the lawsuit, the head office can be directly listed as * * * and the defendant is required to bear the responsibility.
(4) Different ways to assume debts. The shareholders of subsidiaries shall bear limited liability for the company's debts only to the extent of capital contribution, while the branches shall bear their own assets first, and the head office shall bear joint liability for the insufficient part.
Question 10: What is a wholly-owned subsidiary with independent legal personality? That is to say, it is not a private enterprise or a state-owned enterprise. It is a self-employed business system.