There is no "group" in the company law, only limited liability companies and joint-stock limited liability companies. However, in reality, we often see the name of a group company. In fact, this is just a company (or enterprise) alliance formed by the close relationship between several companies in business, circulation and production. In addition, some companies have diversified their business strategies and set up corresponding subsidiaries in many fields. In this way, the parent-subsidiary company will form an enterprise group because of this "blood relationship", which is quite similar to the group army in the army. These are the origins of the group companies we often talk about.
First, there is no concept of group in company law. However, in real economic life, there is the concept of group company. Group companies are called enterprise groups in relevant national normative documents, but in industrial and commercial registration, they are generally called XXX group companies.
Second, the earliest national normative document on the formation and definition of enterprise groups is Several Opinions of the State Commission for Economic Restructuring and the State Economic Commission on the Formation and Development of Enterprise Groups (1987 12 16). The definition of enterprise group in this document is as follows:
1. Enterprise group is an economic organization with multi-level organizational structure that meets the objective needs of socialist planned commodity economy and socialized mass production. Its core layer is an economic entity with independent management, independent accounting, self-financing, tax payment according to regulations, economic responsibility and legal personality.
2. The enterprise group is based on public ownership, with brand-name high-quality products or the main products in the national economy as the leader, with one or several large and medium-sized backbone enterprises and independent scientific research and design units as the main body, and is composed of a group of enterprises and scientific research and design units with internal economic and technical ties; It plays an important role in the production and operation activities of a certain industry or a certain kind of products, has strong scientific research and development capabilities, and has comprehensive functions such as scientific research, production, sales, information and service.
With the initial establishment of China's market economy, the above provisions can no longer cover all enterprise groups, because non-public enterprise groups already exist in real life. 199 1 Notice of the State Council on Approving the State Planning Commission, the State Commission for Economic Restructuring and the the State Council Production Office to Select a Group of Large Enterprise Groups for Pilot Project (Guo Fa [1991] No.71) pointed out: "Enterprise groups are objectively adapted to China's socialism. But the spirit of this document is mainly to support large and medium-sized state-owned enterprises to form enterprise groups. 1In May 1992, the State Administration for Industry and Commerce/State Planning Commission/State Commission for Economic Restructuring/the State Council Production Office jointly issued the Implementation Measures for the Registration Management of National Pilot Enterprise Groups (for Trial Implementation) (expired on August 3, 20041). The document stipulates that:
Article 2 The establishment of a national pilot enterprise group with a large enterprise or holding company as the core shall apply to the State Administration for Industry and Commerce for registration after being approved by the examination and approval authorities authorized by the State Council or the State Council. Without the approval of the registration authority, no organization or individual may use the name of the enterprise group.
Article 3 A national pilot enterprise group shall meet the following conditions:
(1) must have a strong group core with the function of an investment center. The core of the group can be a large-scale production and circulation enterprise or a holding company with abundant capital.
(b) There must be a multi-level organizational structure. In addition to the core enterprises, there must be more than three close-layer enterprises, and there can also be semi-close-layer and loose-layer enterprises.
(3) The core enterprises of an enterprise group and other member enterprises should form an organic whole through the ties of assets and production and operation. Asset holding relationship should be established between core enterprises and compact enterprises. Core enterprises, tight enterprises and semi-tight enterprises should gradually develop asset chains.
(4) The core enterprises and other member enterprises of an enterprise group have the qualifications of legal persons. Article 4 The core enterprises of national pilot enterprise groups shall be large enterprises owned by the whole people or state-owned holding companies.
Since then, the State Administration for Industry and Commerce has formulated the Interim Provisions on the Administration of Enterprise Group Registration, which stipulates:
Article 3 An enterprise group refers to an enterprise legal person consortium with a certain scale, which is stipulated in the articles of association of the group, with capital as the main link and peers as the standard, and is composed of parent companies, subsidiaries, shareholding companies and other member enterprises or institutions. Enterprise group does not have the qualification of enterprise legal person.
Article 4 An enterprise group consists of a parent company, subsidiaries, joint-stock companies and other member units. Institutions and social organizations can also become members of enterprise groups.
The parent company shall be a holding enterprise registered in accordance with the law and qualified as an enterprise legal person.
The subsidiary shall be an enterprise legal person with all shares or control rights owned by the parent company; Other members of the enterprise group shall be other enterprise legal persons, institutions legal persons or social organizations legal persons whose parent company shares or forms production and operation cooperation relations with the parent company.
Article 5 An enterprise group shall meet the following conditions:
(a) the registered capital of the parent company of the enterprise group is more than 50 million yuan, and it has at least 5 subsidiaries;
(2) The total registered capital of the parent company and its subsidiaries is more than 654.38 billion yuan;
(3) All members of the group have legal personality.
Of course, this condition has changed in view of different local regulations. At present, the minimum standards for known groups are:
(1) The paid-in capital of the parent company of the enterprise group is more than RMB100000, and it has at least two subsidiaries;
(2) The total registered capital of the parent company and its subsidiaries is more than 20 million yuan;
(3) All members of the group have legal personality.
As two main forms of companies, limited liability companies and joint stock limited companies have both similarities and differences.
The similarities between a limited liability company and a joint stock limited company are:
(1) All shareholders bear limited liability to the company. No matter in a limited liability company or a joint stock limited company, shareholders bear limited liability to the company, and the scope of "limited liability" is limited to the capital contribution of the shareholder company.
(2) Shareholders' property is separated from the company's property. After shareholders invest in the company, the property constitutes the company's property, and shareholders no longer directly control and dominate this part of the property. At the same time, the company's property has nothing to do with other properties of the company that shareholders have not invested in. Even if the company is insolvent, shareholders will only be responsible for their investment in the company and will not bear other responsibilities.
(3) Limited liability companies and joint stock limited companies are responsible for all assets of the company. In other words, the company only undertakes limited liability externally, and the scope of "limited liability" is all assets of the company. In addition, the company no longer undertakes other property liabilities.
The difference between a limited liability company and a joint stock limited company;
(1) There are differences between the two companies in terms of establishment conditions and raised funds. The conditions for the establishment of a limited liability company are more relaxed, and the conditions for the establishment of a joint stock limited company are more stringent; A limited liability company can only raise funds from sponsors, but not from the public. A joint stock limited company may raise funds from the public. Limited liability companies have the highest and lowest requirements for the number of shareholders, while joint stock limited companies only have the lowest requirements for the number of shareholders, but there is no highest requirement.
(2) The difficulty of share transfer between the two companies is different. In a limited liability company, shareholders have strict requirements on the transfer of their own capital contribution, which is more restricted and more difficult. In a joint stock limited company, shareholders can freely transfer their own shares, which is not as difficult as a limited liability company.
(3) The forms of equity certificates of the two companies are different. In a limited liability company, the shareholder's equity certificate is a capital contribution certificate and cannot be transferred or circulated; In a joint stock limited company, the shareholder's equity certificate is stock, that is, the shares held by shareholders are embodied in the form of shares, which is a certificate issued by the company to prove that shareholders hold shares and can be transferred and circulated.
(4) The shareholders' meeting and the board of directors of the two companies have different powers. In a limited liability company, because the number of shareholders is limited and relatively small, it is convenient to convene a shareholders' meeting, so the authority of the shareholders' meeting is large, and the directors are often held by the shareholders themselves, and the separation of ownership and management rights is low; In a joint stock limited company, because there is no upper limit on the number of shareholders, the number of shareholders is large and scattered, it is difficult to convene a shareholders' meeting, and the proceedings of the shareholders' meeting are complicated, so the authority of the shareholders' meeting is limited, the authority of the board of directors is greater, and the degree of separation of ownership and management rights is higher.
(5) The disclosure of financial status of the two companies is different. In a limited liability company, due to the limited number of companies, the financial and accounting statements may not be audited by certified public accountants or announced, as long as they are sent to shareholders within the prescribed time limit; In a joint stock limited company, due to the large number of shareholders, it is difficult to classify, so the accounting statements must be audited by certified public accountants and issued a report, and must also be filed for shareholders' reference. Among them, a joint stock limited company established by way of offering must also announce its financial and accounting reports.