What is the specific process of registering a branch?
1. What is the way to set up a branch?
The head office applies to the local industrial and commercial department to set up outside its residence. As a branch of the company, it independently conducts business activities within the scope authorized by the company.
2. What are the registration materials of the branch?
Article 48 of the Regulations on the Administration of Company Registration stipulates that if a company establishes a branch, it shall apply for registration with the company registration authority where the branch is located within 30 days from the date of making the decision; Where laws, administrative regulations or decisions of the State Council require the approval of relevant departments, it shall apply to the company registration authority for registration within 30 days from the date of approval.
To establish a branch, the following documents shall be submitted to the company registration authority:
(1) Application for registration of branch establishment signed by the legal representative of the company;
(2) A copy of the Articles of Association and the Business License of Enterprise as a Legal Person stamped with the company seal;
(3) Certificate of use of the business premises;
(4) The post-holding documents and identity certificates of the person-in-charge of the branch;
(5) Other documents required by the State Administration for Industry and Commerce. Where laws, administrative regulations or decisions of the State Council stipulate that the establishment of a branch company must be approved, or the business scope of the branch company belongs to matters that must be approved before registration according to laws, administrative regulations or decisions of the State Council, relevant approval documents shall also be submitted.
3. What is the process of registering a branch?
(1) Approved branch name. Provide the business license of the head office and the application for approval of the enterprise name, and apply to the district industrial and commercial bureau where the branch company is registered.
(2) handle the pre-approval project. If there are special products or services within the business scope of the branch, it is necessary to apply for an industry approval license. For example, if there is food business in the business scope of the branch, it is necessary to apply for food circulation license, and if it is engaged in transportation business, it is necessary to apply for road transportation license.
Generally speaking, the business scope of a branch company cannot exceed that of the head office.
(3) Submit application materials for branch registration and apply for industrial and commercial business license. Provide the application of the head office, the resolution of the shareholders' meeting and the identity certificate of the person in charge of the branch office to the Administration for Industry and Commerce.
(4) carving. After the branch business license comes out, it can be engraved with the official seal, financial seal and the seal of the person in charge of the branch.
(5) Apply for organization code certificate.
(6) Handling the tax registration certificate. No matter whether it is an independent accounting branch or a non-independent accounting branch, it is necessary to carry out tax registration and obtain a tax registration certificate.
After the above steps are completed, the branch registration is basically completed. If it is an independent accounting branch, you need to go through the following procedures:
(1) Open a branch account.
(2) Apply for an invoice.
How should branches and subsidiaries pay taxes?
I. Trade-offs between branches and subsidiaries
Article 14 of the Company Law stipulates that: subsidiaries have the qualifications of legal persons and independently bear civil liabilities according to law; A branch company does not have legal person status, and its civil liability shall be borne by the company. ? If an enterprise establishes a branch, so that it does not have the qualification of a legal person and does not conduct independent accounting, the head office may pay enterprise income tax. In this way, the head office can adjust the profit and loss and reasonably reduce the burden of enterprise income tax. Of course, the establishment of branches should consider three factors:
The first is the profit and loss of the branch. When the head office is profitable and the newly established branch may lose money, the head office mode should be chosen. According to the provisions of the tax law, the branch is a dependent taxpayer, and its losses can be made up by the profits of the head office; If a subsidiary is established, and the subsidiary is an independent taxpayer, its losses can only be made up by the profits realized in the following years, and the head office cannot make up for the losses of the subsidiary, nor can it offset the investment cost of the investment in the subsidiary.
When the head office is losing money and the newly established branch may be profitable, the parent-subsidiary model should be chosen; Subsidiaries do not need to bear the losses of the parent company, but can accumulate development funds. The head office can transfer its good assets to its subsidiaries and dispose of non-performing assets.
Secondly, the situation of enjoying tax incentives. According to the provisions of the tax law, when the head office enjoys tax benefits but the branch office does not, the head office company model can be selected, so that the branch office can also enjoy tax benefits. If the branch company has preferential tax policies, when the branch company starts to make profits, it can change its registered branch company into a subsidiary company and enjoy the local preferential tax policies, which will receive better tax payment effect.
Thirdly, the profit distribution form and risk liability of branches are not conducive to independent profit distribution because branches do not have the qualification of independent legal persons. At the same time, if the branch has risks and related legal responsibilities, it may implicate the head office, while the subsidiary does not have such concerns.
Second, the choice of branches and subsidiaries
According to the Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Printing and Distributing the Interim Measures for the Administration of Enterprise Income Tax Collection for Cross-regional Business Summary (Guo Shui Fa [2008] No.28), the enterprise shall implement it? Unified calculation, hierarchical management, on-site advance payment, summary liquidation, financial allocation? Measures for the administration of enterprise income tax collection. That is, the head office of the enterprise uniformly calculates all taxable income and taxable amount, including all business institutions and places that the enterprise belongs to without legal person qualification. However, the competent tax authorities where the head office and branches are located have the responsibility to manage the enterprise income tax of local institutions, and the head office and branches shall be subject to the management of the competent tax authorities where the institutions are located. During each tax period, the head office and branches shall report the advance payment of enterprise income tax to the local competent tax authorities on a monthly or quarterly basis. After the end of the year, the head office shall be responsible for the annual settlement and payment of enterprise income tax, uniformly calculate the annual income tax payable by the enterprise, and deduct the enterprise income tax paid in advance by the head office and branches in the current year, and refund more and pay less taxes. This provides a policy basis and guarantee for branches to save taxes reasonably.
When an enterprise sets up a branch, it is usually more appropriate to adopt the form of a branch because of the high cost and high probability of loss in the initial stage of establishment, and it can enjoy the benefits of the headquarters breaking even. After two or three years of operation, when the branch begins to turn losses into profits, it can be registered as a subsidiary again, which can reduce the legal influence of the branch on the head office.
The March 8th branch does not need to pay income tax in advance on the spot.
According to the Notice of the Ministry of Finance, the People's Bank of China and State Taxation Administration of The People's Republic of China on Printing and Distributing the Interim Measures for Enterprise Income Tax Distribution and Budget Management of Head Offices across Provinces and Cities (2008 10/0) and other related documents, the following eight branches do not need to prepay enterprise income tax on the spot, which provides more favorable conditions for the consolidated tax payment of the headquarters and branches, and can better enjoy the consolidated tax policy of the head office and branches and avoid the branches.
1, the branches of vertically managed central enterprises do not need to pay enterprise income tax in advance. For example, China Bank Co., Ltd., China Development Bank, central huijin Investment Co., Ltd., China Oil and Gas Co., Ltd. and other enterprises whose income tax is not included in the scope of sharing between the central and local governments.
2. Branches at level 3 and below do not prepay enterprise income tax locally, and their operating income, employees' salaries and total assets are uniformly included in the secondary branches.
3. If the branch does not have a functional department with independent production and operation, the functional department without independent production and operation will not pay enterprise income tax in advance on the spot. If a branch has an independent production and operation functional department, but its operating income, employees' salaries and total assets cannot be accounted for separately from the management functional department, the independent production and operation department shall not be regarded as a branch, and its enterprise income tax is allowed to be paid in summary with the headquarters, and it is not necessary to prepay the enterprise income tax on the spot.
4. Secondary and below branches of enterprises that do not have the main production and operation functions and do not pay value-added tax and business tax locally, such as product after-sales service, internal research and development, warehousing, etc. , do not prepay enterprise income tax locally.
5. If it is recognized as a small and meager profit enterprise in the previous year, its branches will not pay enterprise income tax in advance.
6. For newly established branches, enterprise income tax shall not be paid in advance in the year of establishment.
7. For the cancelled branch, the enterprise income tax payable during the remaining period of the current year shall be paid into the central treasury by the head office.
8. A business organization established outside China by an enterprise without legal person status may not prepay enterprise income tax on the spot.
Tax treatment of company division
1, the company's separate income tax treatment.
(1) General treatment of corporate split income tax
Caishui No.59 summarizes the general treatment rules of the company's split income tax as follows:
A the separated enterprise shall confirm the gains or losses of asset transfer according to the fair value of the separated assets.
B the separated enterprise shall confirm the tax basis of accepting assets at fair value.
C when the separated enterprise continues to exist, the consideration obtained by its shareholders shall be used as the distribution of the separated enterprise.
D. When the separated enterprise ceases to exist, the separated enterprise and its shareholders shall be subject to income tax treatment according to liquidation.
E. The enterprise losses related to enterprise division shall not be carried forward to make up for each other.
The above provisions actually divide the assets and liabilities of the surviving company (surviving branch) or the dissolved company (newly established branch) to the newly established company, and treat the income tax as the transfer of assets and liabilities. The separated company is the transferor of assets and liabilities, and the newly established company is the transferee of assets and liabilities. The taxable cost of assets and liabilities should be confirmed at the transfer price. For example, Company A and Company B are both shareholders of Company A, each holding 50% of the shares, and Company A has a share. Company A survives, holding 65,438+000%, and newly established company B holding 65,438+000%. The total assets (net value) of Company A is 30 million yuan, the liabilities are150,000 yuan and the shareholders' equity is150,000 yuan. After evaluation, the asset value is 50 million yuan, the liability value is150,000 yuan, and the enterprise value is 35 million yuan. So the evaluation given to company b? Net assets? The amount should be 6,543,800+07,500,000 yuan. Through negotiation, Party A and Party B agree to divide the property with a net value of100000 yuan and an appraised value of 20 million yuan and liabilities of 2.5 million yuan to Company B. ..
In the above example, if the general income tax treatment is applied, Company A after separation needs to confirm the income of 6,543,800 yuan and merge it into its main business to pay enterprise income tax, because it values the assets with taxable cost of 6,543,800 yuan at 20 million yuan? Transfer? Yes
From the above example, we can draw the following conclusion. In this case, the general treatment of income is applicable to the division of the company:
A, as long as there is value-added in the split pricing, it may make the split company have the obligation to pay income tax;
B, but right? The transferee? The newly established company with assets is beneficial and will reduce its income tax liabilities (because depreciation will increase);
C, the existing branch will save income tax than the new branch (if the new branch is adopted in the above example, the income of Company A will increase to 20 million yuan due to this branch).
(2) the special treatment of the company's split income tax
Caishui No.59 summarizes the special treatment rules of the company's individual income tax as follows:
A the tax basis of the assets and liabilities of the separated enterprise accepted by the separated enterprise shall be determined according to the original tax basis of the separated enterprise.
B the income tax items corresponding to the separated assets of the separated enterprise shall be inherited by the separated enterprise.
C. The losses of the separated enterprise that have not exceeded the statutory compensation period can be distributed according to the proportion of the separated assets to the total assets, and the separated enterprise will continue to make up for them.
D shareholders of a separate enterprise acquire the equity of the separate enterprise (hereinafter referred to as? New shares? ), if it is necessary to give up part or all of the original equity of the separated enterprise (hereinafter referred to as? Old stocks? ),? New shares? Should the tax basis be abandoned? Old stocks? The tax basis is affirmative. What if you don't have to give up? Old stocks? , is it obtained? New shares? The tax basis can be determined by the following two methods: direct method? New shares? Tax basis is determined to be zero; Or reduce the original shareholding according to the proportion of the total net assets of the separated enterprise? Old stocks? Tax basis, and then reduce the average distribution of tax basis to? New shares? Let's go
In fact, the above provisions divide the assets and liabilities of the surviving company (surviving branch) or the dissolved company (newly established branch) to the newly established company, and regard it as a transfer behavior of non-equivalent exchange in income tax treatment. Although split pricing still needs to follow the principles of fair pricing and equivalent exchange, the split company does not need to recognize income for the value-added of split pricing, so the tax obligation is deferred. For example, Company A and Company B are shareholders of Company A, each holding 50% of the shares. Company A is divided, Company A survives, and Party A still holds 50% of the shares. When Company B was newly established, Party A and Party B each held 50% of the shares. The total assets (net value) of Company A is 30 million yuan, the liabilities are150,000 yuan and the shareholders' equity is150,000 yuan. After evaluation, the asset value is 50 million yuan, the liability value is150,000 yuan, and the enterprise value is 35 million yuan. So the evaluation given to company b? Net assets? The amount should be 6,543,800+07,500,000 yuan. Through negotiation, Party A and Party B decide to divide the property with a base date net value of 6,543,800,000 yuan, an appraisal value of 20,000,000 yuan and liabilities of 2,500,000 yuan to Company B. ..
Under the special treatment of income tax, Company A after separation does not need to confirm the separation income of 6,543,800 yuan, nor will it undertake the obligation to pay income tax, because it divides the assets with taxable cost of 6,543,800 yuan into 20 million yuan? Transfer? Yes, but only 6,543,800 yuan can be confirmed.
To sum up, we can draw the conclusion that in the case of special income tax treatment for company division:
A, the surviving company and the dissolution of the company will delay its income tax obligations;
B, but the newly established company will reduce the depreciation due to the reduction of the tax cost of its assets, thus making up for the income tax saved due to the existence or dissolution of the company.
2, the division of company value-added tax processing
According to the Announcement of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Value-added Tax Issues Related to Taxpayers' Asset Restructuring (People's Republic of China (PRC) State Taxation Administration of The People's Republic of China AnnouncementNo.1KLOC-0/), in the process of asset restructuring, taxpayers transfer all or part of physical assets and their related creditor's rights, liabilities and services to other units and individuals by means of merger, division, sale and replacement, which is not within the scope of value-added tax, and the goods involved are not subject to value-added tax. ?
Announcement of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Value-added Tax Issues Concerning Taxpayers' Asset Restructuring (People's Republic of China (PRC) State Taxation Administration of The People's Republic of China Announcement No.2013 No.66)? In the process of asset reorganization, if the taxpayer transfers all or part of the physical assets and their related creditor's rights and debts for many times, and the final transferee and the labor force recipient are the same unit and individual, the Announcement of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on Taxpayer's Value-added Tax Related to Asset Reorganization (State Taxation Administration of The People's Republic of China Announcement 1 1) is still applicable. ?
3. Business tax treatment of company division
Announcement of People's Republic of China (PRC) and State Taxation Administration of The People's Republic of China on Taxpayer's Business Tax Related to Asset Restructuring (Announcement No.511of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC)) stipulates? In the process of asset reorganization, taxpayers transfer all or part of physical assets and their related creditor's rights, debts and services to other units and individuals through merger, division, sale and replacement, which does not belong to the scope of business tax collection, and the transfer of real estate and land use rights involved is not subject to business tax. ?
4, the company's separate land value-added tax treatment.
According to the Notice of State Taxation Administration of The People's Republic of China, Ministry of Finance of People's Republic of China (PRC) on Land Value-added Tax Policy for Enterprise Restructuring and Reorganization (Caishui [2015] No.5)? According to the law or contract, if an enterprise is divided into two or more enterprises with the same investment subject as the original enterprise, if the original enterprise transfers or changes the ownership of state-owned land and houses to the separated enterprise, the land value-added tax will not be levied temporarily. ? But this document does not apply to real estate development enterprises.
5, the company separation deed tax processing
According to the document Notice of State Taxation Administration of The People's Republic of China, Ministry of Finance of People's Republic of China (PRC) on Further Supporting the Deed Tax Policy for the Restructuring and Restructuring of Enterprises and Institutions (Caishui [2015] No.37), the company is divided into two or more companies with the same investment subject as the original company according to the law and the contract, and the land and house ownership of the original company are exempted from deed tax after the division. The same investor means that the investor does not change before and after the division of the company, but the contribution ratio of the investor can change.
6, the company's separate stamp duty treatment
According to the Notice of State Taxation Administration of The People's Republic of China of People's Republic of China (PRC) Ministry of Finance on Stamp Duty Policy in the Process of Enterprise Restructuring (Caishui [2003] 183), for newly established enterprises, the newly opened funds recorded in their account books can no longer be refunded, and the unrequited part and the newly added funds can be refunded according to regulations.
The above is the process of setting up a branch of an enterprise provided by Bian Xiao, and I hope it will help you.
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