Hello, branch refers to the branch under the jurisdiction of our company in terms of business, funds and personnel. Not qualified as a legal person. As the branch company does not have the legal person qualification, once it is established, all the creditor's rights and debts incurred in its operation will be owned by the head office, which objectively increases the legal risk of the head office.
A subsidiary refers to a company whose shares are controlled by another company or actually controlled and dominated by another company according to an agreement. Although a subsidiary has the status of an independent legal person, it can carry out business activities in its own name and bear legal responsibilities independently, but major decisions or major personnel arrangements involving the interests of the company must still be decided by the parent company.
In practice, some enterprises set up subsidiaries as a "shield" for the parent company's foreign production, operation and investment. The subsidiary is completely controlled by the parent company, and the subsidiary is just a "shell". Profits are shared by the parent company or the parent company, while losses are borne by the subsidiary company with its limited assets (registered capital in most cases). The law provides for this situation. If the enterprise violates the law, it may face being "unveiled", and the parent company is also responsible for the debts of its subsidiaries. 1 12 1
What are the risks of starting a company?
What are the risks of starting a company? You should at least analyze the following situations to avoid risks.
First, the basic situation of the target enterprise
1 Distribution of enterprise name, legal address, daily business address, business scope, main processing and sales departments.
2. Time of establishment and nature of the enterprise.
3 Ownership structure (major shareholders and shareholding ratio).
4. Information of investors (shareholders) and directors.
Information about external consultants (including lawyers, accountants, banks, etc.). ).
Overview of the enterprise (including all major business departments, organizational structure, products or services developed by the company).
A brief history of enterprise development (changes in ownership and main business).
8. The purpose of selling the enterprise and related information:
Why do you want to sell the enterprise company;
Who is responsible for matters related to the sale of enterprises;
Whether there is a minority equity that may affect the transaction;
What are the payment terms of the proposed acquisition;
Tax objectives of the seller and its shareholders;
Expected accounting and tax treatment;
Who will pay the M&A broker's commission, the amount and time of the commission?
9 management personnel:
Reputation of major shareholders, directors and managers;
Whether the labor contract will continue to be valid after the enterprise is acquired;
Whether the senior staff, directors and major shareholders of the enterprise are involved in pending litigation;
Will the acquisition of the enterprise lead to the termination of the contract, the loss of key customers or the resignation of contract employees?
10 The latest development and changing trend of enterprises and their industries.
1 1 Future plans of the company, and obtain meeting minutes, business plans, forecast reports and budget reports of the company in the past few years.
12 "related household" business that has a significant impact on enterprise operation.
13 major litigation, pending or potential.
14 *** restriction and control.
15 cyclical factors affecting enterprises.
16 credit and securities credit rating.
17 Main external forces affecting enterprise development.
18 Other remarks.
Second, the industry analysis
1 industrial structure:
Number of enterprises by scale;
Industrial concentration;
M&A trend;
Regional layout;
Product line;
Distribution channels;
Degree of integration;
Barriers to entry for new companies.
2 industrial growth:
Past annual growth rate (sales, profit, market share);
Estimated future annual growth rate (sales, profit, market share);
Factors affecting growth (demographic trend, overall economic trend, disposable income, interest rate, industrial composition and trend, market size, market share, technological innovation, production design, economies of scale, product pricing and differentiation, import and export, advertising and marketing, * * factors, customer purchasing power, environmental considerations, etc.). );
3 competition:
The competition of other enterprises in the same industry and their competitive strategies;
Key factors affecting success;
Barriers to entry;
The main threat to success.
4 Major customers and suppliers in the industry:
List the main industries in which * * * products are supplied;
Whether there are new customers and suppliers with great growth in the last five years;
Whether there is a development trend of forward integration suppliers and backward integration customers;
Whether it depends on a few customers or suppliers.
5 labor force:
Whether there is enough skilled labor force and perfect community service;
Whether the regional wage rate is competitive in the industry;
Whether there have been any recent trade union negotiations or amendments to labor agreements;
Degree of industrial unionization.
6 *** degree of control.
Patents, trademarks, copyrights, etc. -It's important for enterprises in this industry.
8. Other information, including all kinds of information obtained from periodicals, newspapers, industry association announcements, enterprise-related documents, securities research reports and statistical data.
Three. Financial and accounting information
1 financial statements, including annual and interim balance sheets, income statement, statement of changes in financial position and cash flow, comparative financial statements of major business departments, product lines and regional branches, prospectus and registration form, power of attorney, interim financial report, financial and business forecast, budget and planned tax returns, etc.
2 assets
Cash;
Accounts receivable include accounts receivable, bills receivable, the company's bad debt reserve policy, bad debt losses in the past few years, and the withdrawal and discount reserve in the past few years;
Investment, including all kinds of securities investment and other investments;
Inventory by product line (raw materials, semi-finished products and finished products);
Plant, property and equipment, including land location, purchase date, cost, quantity, valuation basis, location, description, service life, original cost, book value, replacement cost, accumulated depreciation, depreciation method and estimated continuous service life; Other assets, including goodwill, deferred expenses, R&D and start-up expenses ... >>
What are the risks of starting a company?
Too many, there are pits everywhere, and the road is a hurdle. Same industry, same * *, same society.
What are the risks of starting a company?
Compared with individuals, the risk of a company should be lower, one is limited liability, and the other is unlimited joint liability.
What are the risks of starting a company?
Self-management, self-financing to get rich or lose everything is possible. Because market risks are unpredictable.
What are the risks and how to avoid them if you want to set up a branch in cooperation with others?
1. If the legal status of the branch is the same as that of your head office, the selection and appointment of the head of the branch is determined by the management mode of your head office. The relationship between the person in charge of the branch and the head office is bound by the labor contract signed by both parties and the rules and regulations of the head office.
Second, a suggestion, if the branch stores involve a large amount of transactions or more property, it is best to set up a subsidiary to operate. The operation mode of subsidiaries involves major transactions, which is more conducive to protecting the economic interests of the whole company.
Third, the company should hire consultants, so as to better protect the legitimate interests of the company and avoid legal risks.
What are the risks of starting your own company?
There are many risks, the first policy risk and the second industry risk. Internal management risk and economic joint liability risk.
What's the difference between setting up a subsidiary and a branch? 5 points
A subsidiary is relative to the parent company. An enterprise group consists of a parent company and several subsidiaries, which can be wholly owned, controlled or shared by the parent company. The parent company manages its subsidiaries through investment. The subsidiary is an independent legal person, operating independently and accounting independently. The parent company only undertakes limited liability to its subsidiaries within the investment quota.
Branches are relative to the head office, generally overseas institutions, and can also be established according to products. Branches are not independent legal persons, and all operational responsibilities are borne by the head office.
If it is to diversify business risks, it is recommended to set up a subsidiary.
If it is to expand foreign business, it is recommended to set up a branch office.
What are the risks of registering a legal person?
If an enterprise as a legal person is under any of the following circumstances, in addition to investigating the legal person's responsibility, it may impose administrative sanctions and fines on the legal representative, and if the case constitutes a crime, it shall be investigated for criminal responsibility according to law:
(1) engaging in illegal business beyond the business scope approved and registered by the registration authority;
(2) Concealing the real situation from the registration authority or the tax authority or practicing fraud;
(3) Evading funds or hiding property to avoid debts;
(4) Disposing of property without authorization after dissolution, cancellation or bankruptcy;
(5) Failing to apply for registration and announcement in time at the time of alteration or termination, thus causing great losses to the interested parties;
(six) to engage in other activities that harm the national interests or social public interests prohibited by law.
The legal operation of the legal representative (i.e., the executive organ such as the chairman of the company) will mostly be regarded as a civil act of an enterprise legal person, and the enterprise legal person will bear civil liability. If the legal representative engages in the relevant business approved at the time of registration of an enterprise as a legal person and operates legally, and handles the bankruptcy, dissolution and cancellation of registration of the enterprise in time and makes an announcement, the legal representative shall not be liable.
How can a partnership start a company without taking risks?
If you don't participate in the operation of the partnership company after your capital contribution, you can sign an agreement saying that you won't bear unlimited joint liability, then you will take your capital contribution as limited liability. You can agree on the distribution of profits by yourselves.
Of course, the contract should be signed well and there should be no problems, otherwise a fair trial will not help you then.