1. Does the branch need authorization from the head office to sign the contract?
When a branch company signs a contract with the outside world, it must be authorized by the head office. The main reason is that the branch has no legal person and cannot bear relevant legal responsibilities. Under certain circumstances, the legal person of the head office should bear legal responsibility, so it must be signed or authorized by the head office.
It needs authorization from the head office. Article 3 1 of the Company Law stipulates that "a branch company does not have the qualification of an enterprise legal person, and its civil liability shall be borne by the company". However, in judicial practice, the third party's choice is borne by the branch or the company, or by both the branch and the company. Because the branch (unincorporated organization) has certain group property, which constitutes certain responsibility ability, but its property is not completely independent and its responsibility ability is not complete, so its superior legal person generally bears supplementary responsibility.
Second, whether the contract signed by the branch is valid.
(1) A branch company may sign a contract in its own name.
(2) The contracts signed by branches are valid as long as they are within the scope authorized by the head office.
1. There is an agency relationship between the branch and the company.
In essence, the legal relationship between the head office and the branch office is an agency relationship, and the branch office is the agent of the head office.
2. Contracts signed beyond the scope authorized by the head office are contracts with pending validity.
If at the time of signing the contract, the counterpart of the contract did not review the power of attorney given by the head office to the branch office, and only afterwards did he know that the head office had no authorization or that the contract signed by the branch office was beyond the scope of authorization, the contract would not be invalid, but a contract with pending validity.
3. See agency for the application table of unauthorized agency.
If a branch company goes beyond the authorized scope of the head office without the agency of the head office, or the agency is terminated or restricted, and the bona fide counterpart has reason to believe that the branch company has an agent, the agency by estoppel system shall apply and the contract shall be valid.
(3) If a branch company signs a guarantee contract for others beyond the authorization of the head office, the guarantee contract is invalid.
3. Does the branch need to do accounting and tax returns?
(1) tax registration, etc., the tax registration certificate should be together with the business license, and the branch company should also apply for the tax registration certificate within 30 days after receiving the business license.
Whether national tax should be levied depends on whether your enterprise income tax is levied by national tax or local tax: if it is national tax, it should be levied; Local tax, it depends on the business project. If the business tax is the main tax, only the local tax will be handled. If the value-added tax is the main tax, the national tax will be handled.
(two) tax returns, depending on the tax situation.
Business tax is paid at the place where the labor service occurs; Enterprise income tax is declared by the head office; Personal income tax withheld by withholding agents shall be withheld and remitted by the institution that pays wages.
Supplement:
1, whether independent accounting is decided by the head office, mainly has three points: first, whether to open a bank account independently; The second is whether to keep accounts independently; The third is whether it is self-financing.
At present, it doesn't matter whether to do independent accounting or not. Consolidated payment (enterprise income tax) should be consolidated, local payment (business tax) should be consolidated, and local payment can be consolidated (personal income tax), which has not been approved.
The above is about "does the branch company need the authorization of the head office to sign the contract?" Because it is illegal for branches to sign contracts with foreign countries, they must apply to the head office for authorization.