Two companies, that is, two names and two independent entities, cannot be said to be the same company. You can only judge whether it belongs to an affiliated enterprise.
As long as the following conditions are met, it belongs to an affiliated enterprise:
1. The total number of shares directly or indirectly held by one party to each other reaches 25% or more;
2. The shares directly or indirectly owned or controlled by a third party reach more than 25%;
3. The loan funds between the enterprise and other enterprises (except independent financial institutions) account for more than 50% of the paid-in capital of the enterprise, or 65,438+00% of the total loan funds of the enterprise are guaranteed by other independent financial institutions;
4. More than half of the directors, managers and other senior managers of the enterprise or a managing director is appointed by other enterprises;
5. The production and operation activities of an enterprise must be provided by the franchise right of another enterprise (including industrial property rights and proprietary technology, etc.). ) can be carried out normally;
6. Raw materials, spare parts, etc. What one enterprise purchases for production and operation (including prices and trading conditions) is controlled or supplied by another enterprise;
7 sales of products or commodities produced by enterprises (including prices and trading conditions, etc.). ) controlled by another enterprise;
8. Other relevant interests that have actual control over the production, operation and transactions of the enterprise, including family and kinship.
2. What is the meaning of affiliated company?
Affiliate refers to other companies that are related to the company. Specifically, different departmental laws will not determine this relationship exactly the same. Taking the field of securities law as an example, the Measures for the Administration of Information Disclosure of Listed Companies stipulates six criteria for identifying as affiliated legal persons, such as legal persons who directly or indirectly control listed companies, affiliated natural persons who directly or indirectly control listed companies, or legal persons who serve as directors and senior executives, except listed companies and their holding companies.
Third, is the related party transaction legal?
Related party transaction refers to the transaction between two parties with related relationship, and Article 2 16 of the Company Law clearly stipulates the definition of related relationship. If one party has a controlling relationship with the other party, for example, Company A is the controlling shareholder of Company B, the transaction between Company A and Company B can be called connected transaction. If both parties to a transaction are controlled by the same subject, it also constitutes a related party transaction. For example, if the actual controllers of Company A and Company B are the same person, then the transaction between Company A and Company B is also a related party transaction. Under normal circumstances, related party transactions are legal. However, related party transactions can be revoked or invalid in the following circumstances: related parties use related party transactions to transfer property and infringe on the rights and interests of third parties. The related party transactions of listed companies have not passed the legal procedures or failed to fulfill the disclosure obligations.
The above is the legal knowledge about how to prove that two companies are one company. To sum up, it proves that the two companies are one company. Is to prove that there is a related transaction between them.