Enterprises use branch seals in foreign business contracts. Although the branch has no independent legal personality, it has obtained a business license and can become the defendant in civil litigation. Therefore, it is generally considered that the contract with the seal of the branch company is valid. 1. What is the management of branch seals?
Enterprises will set up branches in different regions to expand their business. Although the branch has obtained a business license, it does not have the qualification of an independent legal person and cannot bear civil liability independently. Therefore, the legal liability arising from the seal of a branch company shall be borne by the head office that established the branch company. In order to prevent risks, we should strengthen the management of branch seals.
1. Formulate the rules and regulations for seal management of the branch. When necessary, the person in charge of the branch may be liable for the legal consequences of affixing the seal of the branch.
2. Establish a hierarchical examination and approval system for the use of branch seals. Daily documents and contracts shall be examined and approved by the person in charge, and major contracts shall be used only after being reported by branches to the Head Office for examination and approval, and major contract documents shall be filed and approved by the Head Office.
3. The Head Office shall supervise the seals of all branches by special personnel, and regularly supervise and inspect the use of seals of all branches. If it is found that there is any behavior that harms the interests of the head office, it shall be stopped in time. If the circumstances are serious, the seal may be forcibly withdrawn.
4. If the branch is temporarily closed, it may need to seal the head office, and the branch can not be opened until it is reopened.
5. If a branch is revoked, the seal of the branch shall be recovered in time, and the invalid seal shall be destroyed in time.
6. If the relevant personnel of the branch company are suspected of engraving the seal of the branch company privately, the legal responsibility of the relevant responsible personnel shall be investigated according to law, and if the case constitutes a crime, the criminal responsibility shall be investigated according to law.
The official seal of the branch company is different from that of the head office, and the effect is different. Branches have no independent legal personality, and some agreements are valid internally and invalid externally. The official seal of the branch can stamp the internal documents of the branch, and the contract signed externally is also valid, representing the behavior of the branch. The branch company does not have the qualification of enterprise legal person, so it cannot bear civil liability independently, and its civil liability shall be borne by the head office. Formulate rules and regulations for seal management of branch companies. When necessary, the person in charge of the branch may be liable for the legal consequences of affixing the seal of the branch. Establish a hierarchical examination and approval system for the use of branch seals. Daily documents and contracts shall be examined and approved by the person in charge, and major contracts shall be used only after being reported by branches to the Head Office for examination and approval, and major contract documents shall be filed and approved by the Head Office.
Legal basis:
Company Law of the People's Republic of China
Article 14 A company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. A branch company does not have legal person status, and its civil liability shall be borne by the company. A company may set up subsidiaries, which have legal personality and independently bear civil liabilities according to law.