Procedures required for registration of foreign-funded branches

how to register a branch

1. what are the conditions for setting up a branch?

the establishment of a branch company shall apply for registration with the company registration authority of the city or county where the branch company is located;

(1) The registered items of the company include: name, business place, responsible person and business scope. Moreover, the name of the branch shall comply with the relevant provisions of the state, and the business scope of the branch shall not exceed the business scope of the company;

(2) An application for registration shall be made to the company registration authority within 3 days from the date when the decision is made. If it is required by laws and administrative regulations to be approved by relevant departments, an application for registration shall be made to the company registration authority within 3 days from the date of approval;

(3) The following documents shall be submitted for registration: First, an application for registration of the establishment of a branch company signed by the legal representative of the company. Secondly, the articles of association and a copy of the Business License of Enterprise as a Legal Person stamped by the company registration authority. In addition, the certificate of use of the business premises. Finally, other documents required by the company registration authority. The branch company does not have the legal person status, and when its assets cannot bear the responsibility, it should be borne by the head office in the end.

2. what information do you need to provide to register a branch?

in accordance with article 48 of the regulations on the administration of company registration, if a company establishes a branch, it shall apply for registration with the company registration authority where the branch is located within 3 days from the date of making the decision; If it is required by laws, administrative regulations or the State Council decisions to be approved by the relevant departments, it shall apply to the company registration authority for registration within 3 days from the date of approval.

To establish a branch, the following documents shall be submitted to the company registration authority:

(1) an application for registration of establishing a branch 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) proof of use of the business premises;

(4) the post-holding document and identity certificate of the person in charge of the branch;

(5) Other documents required by the State Administration for Industry and Commerce. If the 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 the items 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. how to set up a branch office?

The specific process of setting up a branch:

(1) The Application for Registration of the Establishment of a Branch signed by the legal representative of the company (the company seals).

(2) the certificate of designated representative or * * with entrusted agent signed by the company (with the official seal of the company) and a copy of the ID card of the designated representative or entrusted agent (signed by myself). The specific entrusted matters, the authority of the principal and the entrusted period shall be indicated.

(3) Articles of Association (signed by the legal representative of the company).

(4) A copy of the company's business license.

(5) the use certificate of the branch's business premises. Submit a copy of the title certificate for the own property; Submit a copy of the lease agreement and a copy of the lessor's real estate license for the leased house; If it is used free of charge, submit the original certificate that the property owner allows to use and a copy of the property right certificate of the property owner; Without obtaining the real estate license, submit the certificate of the real estate management department or a copy of the purchase contract and the house sales license; If the lessor is a hotel or restaurant, a copy of the business license of the hotel or restaurant shall be submitted.

(6) A copy of the employment document and identity certificate of the person in charge of the branch issued by the company.

(7) The business scope of the branch company applying for registration includes items that must be approved before registration according to laws, administrative regulations and the State Council decisions, and relevant approval documents or copies of license certificates or licenses shall be submitted; The business scope of the branch shall not exceed the business scope of the company.

(8) If laws, administrative regulations and decisions of the State Council stipulate that the establishment of a branch company must be approved, a copy of the relevant approval documents or license certificate shall be submitted. What is the relationship between the branch and the head office?

1. The concept of head office and branch office

The head office manages the branch office, which has the right to command, manage and supervise its branch office in terms of production and operation, fund allocation and personnel management, and is qualified as a legal person and can independently bear civil liabilities. Branch is a legal concept corresponding to the head office, which refers to a branch that is managed by the head office in terms of business, funds and personnel and does not have legal person status. The branch is not independent in law and economy, and belongs to the subsidiary of the head office.

2. The relationship between the branch company and the head office is reflected in the following aspects:

(1) The branch company does not have its own independent property, and the property it actually occupies and uses is part of the head office's property and is included in the head office's balance sheet.

(2) The branch company does not have the qualification of a legal person and does not bear civil liability independently.

(3) The establishment procedure of a branch is different from that of a company in the general sense, and the establishment of a branch only requires simple registration and business opening procedures.

(4) The branch does not have its own articles of association, and there is no board of directors and other corporate decision-making bodies.

(5) The name of a branch company is the name of the head office, followed by the word company. Although there is the word company in its name, it is not a real company. Branches do not have legal person status and do not bear civil liability independently.

3. Does the branch debt corporation have a legal obligation?

article 14 of China's company law stipulates: Companies can 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. ? From the above provisions, we can know that the branch is established by the head office, which is subordinate to the head office. A branch company does not have the status of a legal person, which determines that it does not have its own independent property. The property it actually occupies and uses is part of the property of the head office and is included in the balance sheet of the head office. The branch also has no articles of association. According to this regulation, the head office is responsible for the debts arising from the branch's business activities, but how to bear the responsibilities? The handling by local courts is not uniform. Mainly divided into several categories:

(1) The head office bears the responsibility independently. The head office is directly the defendant, and the debts incurred by the branches are directly borne by the head office.

(2) The head office shall be liable for compensation. With the branch company and the head office as the defendants, when the branch company cannot bear the debts, the head office shall bear the compensation responsibility.

(3) The head office shall be jointly and severally liable. The branch company and the head office are the co-defendants, and they are jointly and severally liable.

(4) The branch company shall bear the responsibility directly. In the court trial, only the branch company is the defendant, and the head office does not participate in the lawsuit. However, in the process of implementation, if the property of the branch company is insufficient to pay off its debts, the other party may also apply for the implementation of the property of the head office. In this regard, Article 78 of the Provisions of the Supreme People's Court on Several Issues Concerning the Implementation of People's Courts (Trial) clearly stipulates that? When the branch where the person subjected to execution is an enterprise legal person is unable to pay off its debts, it may rule that the enterprise legal person is the person subjected to execution. ?

It can be seen from this that the head office will eventually bear the debts of the branch company as long as the statute of limitations has not expired. This is also the purpose of Article 14 of the Company Law. Branch registration fee (for reference only)

1. Government fee: about RMB 1,5.

2. Agency fee: RMB2, for ordinary tickets and RMB3, for ordinary taxpayers (independent accounting branches can be registered in the Development Zone and enjoy preferential tax policies in the Development Zone).

many people will ask the minimum registered capital of a branch. According to the laws of China Company, the branch company does not have the qualification of independent legal entity and has no registered capital.

in the legal sense, the branch is only a branch established by the head office, not an independent legal person, and all the creditor's rights and debts of the branch are borne by the head office.

the funds for maintaining the daily operation of the branch company are directly transferred to the bank account of the branch company by the head office. A branch with independent accounting can pay taxes at the place where the branch is registered, recruit employees and provide social security for employees. Benefits of setting up domestic branches

Branches are generally easy to operate and the requirements of financial accounting system are relatively simple;

The cost borne by the branch company may be less than that of the subsidiary company;

if the branch is not an independent legal person, the turnover tax will be paid at the place where it is located, and the profits will be consolidated and taxed by the head office. In the initial stage of operation, branches often suffer losses, but their losses can offset the profits of the head office and reduce the tax burden;

the profits delivered by the branch company to the head office are usually not subject to withholding tax;

since the capital transfer between the branch and the head office does not involve ownership change, there is no need to pay taxes. What is the difference between a branch company and a head office, a parent company and a subsidiary company?

(1) branches

Although the relationship between branches and head offices is somewhat similar to that between subsidiaries and parent companies. However, the legal status of a branch company is completely different from that of a subsidiary company, and it has no independent legal status. A branch is a branch or subsidiary directly engaged in business activities under the head office. Although the branch has the word company, it is not a real company. Because the branch does not have the qualification of an enterprise legal person, does not have an independent legal status, and does not bear civil liability independently.

(2) subsidiaries

The parent company and subsidiaries are independent legal persons and the subsidiaries are actually controlled by the parent company. According to the majority voting principle of shareholders' meeting, the more shares you own, the more you can get the decision-making power on the company's affairs. The control of subsidiaries by the parent company is usually based on the ownership or control agreement. The parent company has the actual decision-making power over all major matters of its subsidiaries, especially the composition of the board of directors of its subsidiaries. In addition to share control, the relationship between parent company and subsidiary company can also be formed by concluding some special contracts or agreements to make a company under the control of another company.

These are the procedures required for the registration of foreign-funded branches provided by Xiaobian. I hope you will like them!