Do you need a resolution of the board of directors to set up a subsidiary?

Legal analysis: the board of directors is responsible to the shareholders' meeting and has the right to formulate plans for merger, division, dissolution or change of corporate form. However, the company's establishment of subsidiaries is an act of foreign investment, which requires a resolution of the shareholders' meeting.

Legal basis: People's Republic of China (PRC) Company Law.

Article 14 A company may 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.

Article 37 The shareholders' meeting shall exercise the following functions and powers:

(1) To decide on the company's business policy and investment plan;

(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;

(3) Examining and approving the report of the board of directors;

(4) Examining and approving the reports of the board of supervisors or supervisors;

(5) To examine and approve the annual financial budget plan and final accounts plan of the company;

(VI) To examine and approve the company's profit distribution plan and loss recovery plan;

(7) To make resolutions on the increase or decrease of the registered capital of the company;

(8) To make resolutions on the issuance of corporate bonds.

(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;

(10) Amending the Articles of Association.

(eleven) other functions and powers stipulated in the articles of association.