Who knows the difference between a branch and a subsidiary?

Legal analysis: Article 14 of the Company Law stipulates that a company may establish a branch office. To establish a branch, it is necessary to apply for registration with the company registration authority and obtain a business license.

A branch office does not have legal personality, and its civil liability is borne by the company. A company may establish a subsidiary, which has the status of a legal person and independently bears civil liability in accordance with the law.

It can be seen that there are the following differences between subsidiaries and branches:

1. Legal status.

Although the subsidiary is under the actual control of the parent company, it has an independent legal personality, obtains the "Business License of Enterprise Legal Person" from the industrial and commercial department, has its own company name and articles of association, and carries out business activities in its own name.

The branch does not have the personality of a legal person, obtains the "Business License of Enterprise Legal Person" from the industrial and commercial department, has its own company name and articles of association, and carries out business activities in its own name. It does not have an independent legal personality, although it has the word company but it is not a company in the real sense, and does not have its own articles of association, the company name only needs to add the word branch after the name of the head office.

2. Responsibility.

The subsidiary shall bear civil liability independently with its own property and shall not be jointly and severally with the parent company, and the creditor shall not recover from the investor for the unpaid part except in the case of the investor (i.e., the shareholders of the subsidiary) making false capital contributions or evading funds, and the denial of the company's personality.

3. Establishment method.

The subsidiary shall be established by a one-person limited liability company or two or more shareholders in accordance with the conditions and methods for the establishment of the company stipulated in the Company Law.

The head office applies for the establishment of the local industrial and commercial department outside its place of residence, and is a branch of the established company, and conducts business activities independently within the scope of the company's authorization.

Legal basis: Article 14 of the Company Law of the People's Republic of China.

A company can set up a branch office. To set up a branch, it shall apply to the company registration authority for registration, and Linghong shall obtain a business license. The branch does not have the qualification of a legal person, and its civil liability is borne by the company.

A company may establish a subsidiary, which has the status of a legal person and independently bears civil liability in accordance with the law.

Legal analysis: 1. Different ways of establishment. A subsidiary is established by the shareholders of the company in accordance with the provisions of the Company Law, and shall comply with the requirements of the Company Law on the conditions for the establishment of the company and the investment method.

A branch office shall be established by the head office to the local industrial and commercial authorities outside its place of residence, and shall be regarded as the establishment of a branch of the company. 2. Different legal status. A subsidiary is an independent legal person with legal personality, an independent name, articles of association and organizational structure, and engages in business activities in its own name.

The branch does not have the status of a legal person, does not have an independent name, articles of association and organizational structure, and engages in business activities in the name of a branch of the head office. 3. Different control methods. The parent company generally does not directly control the subsidiary, but influences the subsidiary's production and operation activities by appointing and removing members of the board of directors of the subsidiary and making investment decisions.

The personnel, business, and property of the branch are under the direct control of the head office, and business activities are carried out within the business scope of the head office. 4. There are different ways to bear debt liability. As an independent legal person, the subsidiary is liable for its debts to the extent of the entire property of the subsidiary.

Since the branch does not have its own independent property, it is financially unified with the head office, so its operating debts are paid off by the head office, that is, the head office is liable for the debts of the branch in business activities to the extent of all its assets.

Legal basis: Article 6 of the Company Law stipulates that a company shall apply to the company registration authority for establishment and registration in accordance with the law. If the establishment conditions stipulated in this Law are met, they shall be registered as a limited liability company or a stock company by the company registration authority; If it does not meet the establishment conditions stipulated in this Law, it shall not be registered as a limited liability company or a share****.

If laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be completed in accordance with the law before the registration of Zhengsui Company. The public may apply to the company registration authority for inquiries into the company's registration matters, and the company registration authority shall provide a service for inquiries.