1. Is the subsidiary of a listed company counted as a listed company according to the regulations?
The subsidiaries of listed companies are not listed companies in a strict sense, but the financial status and performance of wholly-owned subsidiaries are calculated by merging with listed companies. Foreign investment, guarantee and other matters of wholly-owned subsidiaries shall be implemented with reference to the rules of listed companies. If a major event occurs in a wholly-owned subsidiary, the listed company should make an announcement, so it should be said that it belongs to the scope of the listed subject. The legal characteristics of subsidiaries are:
First, 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 issues of its subsidiaries.
Second, the control relationship between parent company and subsidiary company is based on the ownership and control agreement of equity.
Third, subsidiaries have legal person status and independently bear civil liability according to law.
Fourth, the subsidiary is not related to the parent company, but it essentially meets the conditions of an independent legal person.
2. What is the procedure for establishing a subsidiary?
1, application for registration of enterprise establishment, application for registration of enterprise establishment, list of investors, registration form of person in charge of enterprise, certificate of business premises, etc.
2 name pre-approval application and enterprise name pre-approval notice;
3. Letter of appointment (power of attorney);
4. Capital contribution certificate of the head office;
5. The company shall provide a copy of the temporary residence permit for the post-holding documents of the person in charge of the branch, if the person in charge is not local;
6. A copy of the Business License of Enterprise as a Legal Person stamped with the official seal of the company;
7. A copy of the articles of association of the head office (which shall be reported to the company registration authority for the record and stamped with the diamond seal of the registration authority);
8. Documents certifying the amount of funds allocated by the company to its branches;
9. If the business scope involves pre-approved projects, the approval documents of relevant examination and approval departments shall be submitted.
3. What's the difference between a subsidiary and a branch?
1, established in different ways.
The subsidiary is established by the shareholders of the company in accordance with the provisions of the Company Law, and meets the requirements of the Company Law on the conditions for the establishment of the company and the mode of capital contribution. The head office applies to the local industrial and commercial authorities outside its domicile for the establishment of a branch office, which belongs to the establishment of a branch office.
2. Different legal status
A subsidiary is an independent legal person with legal personality, independent name, articles of association and organization, and engages in business activities in its own name. Branches have no legal personality, independent name, articles of association and organization, and engage in business activities in the name of branches of the head office.
3. Different control methods
Generally, the parent company does not directly control its subsidiaries, but affects its production and operation activities by appointing and dismissing board members and making investment decisions. The personnel, business and property of the branch company are directly controlled by the head office and engaged in business activities within the business scope of the head office.
There are different ways to assume debt responsibility.
As an independent legal person, a subsidiary is liable for its debts with all its assets. As the branch does not have its own independent property, it is financially unified with the head office. Therefore, the head office is responsible for paying off its operating debts, that is, the head office is responsible for the debts in the operating activities of the branch company to the extent of all its property.
5. Obtain different business licenses.
The subsidiary receives the Business License of Enterprise as a Legal Person with the name of the legal representative. The branch company obtains a business license with the words "person in charge" on it.
6. Different product packaging labels
A subsidiary must indicate its name and domicile on the outer packaging of its products. A branch company may indicate its own name and domicile, or indicate the name and domicile of the head office at the same time, or only the name and domicile of the head office.
Although the subsidiaries of listed companies have independent legal personality and can bear civil liability independently, they are not listed companies in law. Moreover, a subsidiary is different from a branch because it has no independent legal personality.