How to register a branch in Panyu? How to register a branch? The editor has shared with you the process of registering a branch in Panyu. You are welcome to read it, it is for reference only!
Branch registration conditions
Branch registration jurisdiction
According to Articles 46 and 47 of the "Regulations of the People's Republic of China on Company Registration and Management" , the provisions of Article 48 can be seen.
The specific content is:
Article 46 A branch refers to an institution established by a company outside its domicile to engage in business activities. Branches do not have corporate legal personality.
Article 47 The registration matters of a branch include: name, business place, person in charge, and business scope.
The name of the branch shall comply with relevant national regulations.
The business scope of a branch shall not exceed the company's business scope.
Article 48 If a company establishes a branch, it shall apply for registration to the company registration authority where the branch is located within 30 days from the date of the decision; laws, administrative regulations or decisions of the State Council must report to the relevant If approved by the department, an application for registration shall be made to the company registration authority within 30 days from the date of approval.
Branch registration process
After the application is approved, start the relevant procedures. The process is briefly introduced as follows:
1. First, pre-approval of the application with the company name Please bring the copy of the letter, authorization letter and trademark registration certificate to the Industrial and Commercial Bureau for name verification.
2. After name verification, go to the relevant departments to go through the pre-approval procedures with the name verification notice issued by the Industrial and Commercial Bureau.
3. Fill out the "Application Form for Registration of Branch Establishment", which will be stamped with the official seal of the head office and signed by the legal representative.
4. Fill in the "Certificate of the Designated Representative or *** and the Authorized Agent", and the head office will stamp it with the official seal and affix a copy of the ID card of the designated representative or *** and the authorized agent. .
5. Prepare the certificate of use of the branch’s business premises; submit a copy of the property ownership certificate for self-owned properties; submit a copy of the lease agreement and a copy of the lessor’s property certificate for a rental house.
6. The resolution of the shareholders’ meeting issued by the head office must include the appointment decision of the person in charge of the branch, and a copy of the person’s ID card must be provided.
7. Hold capital verification report, real estate certificate, power of attorney, shareholder meeting resolution, company articles of association, branch establishment registration application, certificate of designated representative or *** and authorized agent, and company name approval notice Please wait until the Industrial and Commercial Bureau to apply for a business license (the above relevant documents must be stamped with the official seal of the head office).
6. Go to the Public Security Bureau with your business license and company establishment notice to handle the seal engraving business.
7. Bring your business license and company establishment notice to the Quality and Technical Supervision Bureau to apply for the enterprise organization code certificate.
8. Go to the account-opening bank with your business license, code certificate, and company establishment notice to apply for a basic account. First, fill in the basic account application form.
9. Go to the National Taxation Bureau and Local Taxation Bureau to apply for a tax registration certificate with your business license, code certificate, company establishment registration notice, official seal, financial seal, legal person seal, bank account opening application, real estate certificate and other documents.
10. Go to the account opening bank with the national tax, local tax registration certificate, business license and other information to formally open an account.
11. When you need to apply for a general taxpayer, you should go to the competent state tax authority with the relevant certificates and other materials required by the tax authority.
Does the name of a branch need to be approved in advance?
1. What are the requirements for the name of a branch?
Article 14 of the "Enterprise Name Registration Management Regulations" Article 1 stipulates that when an enterprise establishes a branch, the enterprise name of the enterprise and its branches shall comply with the following provisions:
(1) If the word "total" is used in the enterprise name, it must have three or more branches. Institution;
(2) For a branch that cannot bear civil liability independently, its corporate name shall be preceded by the name of the enterprise to which it is affiliated, followed by "branch company", "branch factory", "branch store", etc. words, and indicate the branch's industry and the name of the administrative division or place where it is located, but if its industry is consistent with the enterprise to which it is affiliated, it can be omitted;
(3) Branches that can independently bear civil liability An institution shall use an independent enterprise name, and may use the font size in the enterprise name of its affiliated enterprise;
(4) If a branch that can independently bear civil liability establishes a branch, the A branch shall not use the name of the head office in its corporate name.
2. General provisions for pre-approval of names
(1) Enterprise names shall not contain words with the following contents:
A. Harmful to the country and social welfare *** interests;
B. May cause deception or misunderstanding to the public;
C. Name of foreign country (region), name of international organization;
D. Name of political party, name of party, government and military organs, name of mass organization, name of social group and unit number;
E. Foreign characters, Chinese pinyin letters, Arabic numerals;
F , prohibited by other laws and administrative regulations.
(2) The enterprise name should use Chinese characters that comply with national standards.
(3) The name of an enterprise's legal person shall not contain the name of other legal persons, unless otherwise specified by the State Administration for Industry and Commerce.
(4) The enterprise name shall not contain the name of another enterprise. The name of an enterprise branch shall be named after the enterprise to which it belongs.
(5) Only one company name may be indicated on the business license.
(6) If the enterprise name falls under any of the following circumstances, it will not be approved:
A. It is the same as the name and trade name of an enterprise in the same industry approved or registered by the same industrial and commercial administrative agency, Except those with investment relationships;
B. It is the same as the original name of another enterprise that has changed its name less than 1 year ago;
C. It has been less than 3 years since its registration was canceled or its business license was revoked The names of the enterprises have the same name;
D. Other violations of laws and administrative regulations;
(7) If the enterprise name needs to be translated into a foreign language for use, the enterprise shall translate and use it by itself according to the principle of text translation. , there is no need to report to the industrial and commercial administration authorities for approval and registration.
3. Does the name of a branch require pre-approval?
The name of a branch established by an enterprise does not require pre-approval. A branch has no legal personality and cannot bear civil liability independently. Its name should be preceded by the name of the enterprise to which it is affiliated, followed by the words "branch", "branch factory", "branch store", etc., and the industry of the branch should be indicated. and the name of the administrative division or place where it is located, but if the industry is consistent with the enterprise to which it belongs, it can be omitted.
Relevant laws:
Article 14 of the "Company Law of the People's Republic of China" A company may establish a branch. To establish a branch, one must apply for registration with the company registration authority and obtain a business license. A branch does not have legal personality and its civil liability shall be borne by the company.
A company can establish a subsidiary, which has legal person status and independently bears civil liability in accordance with the law.
Things to note when a company is divided
1. According to the provisions of my country's "Company Law", the company's division is a major matter of the company and must be approved by more than two-thirds of the company's shareholders. approved by voting shareholders. Regarding shareholders' voting rights, they are stipulated in the company's articles of association. If there are no special provisions in the company's articles of association, voting rights are generally based on the proportion of shareholders' capital contributions.
2. The specific plan for the company's split shall be voted on by the shareholders' meeting, which may be based on the company's assets or the company's equity. Regardless of the form of company division, the assets of the company to be divided need to be assessed and confirmed, and the assessed assets should be distributed according to the division plan, or the corresponding assets should be divided based on the equity division.
3. The company that intends to separate will publish a company separation announcement in the local media. It will have 45 days from the date of publication of the announcement to handle the post-split company registration.
4. Company split involves many legal issues. It is best to hire professional lawyers to conduct professional operations, including company split due diligence, drafting and review of legal documents, legality demonstration of the split plan, and legal guidance of the split procedure. Answers to common legal knowledge on company splits, professional training or guidance for company split-related personnel, and acceptance of legal advice from shareholders on company splits to avoid hidden dangers during the split.
5. After the division, the largest shareholder of each company will convene the first shareholders' meeting to adopt the company's articles of association, elect the directors and supervisors of the company after the division, and form the board of directors and chairman of the company after the division. , the Board of Supervisors and the Chairman of the Board of Supervisors.
6. Legal documents for company split include:
(1) The split decision made by the shareholders’ meeting of the company to be split;
(2) Signed by the shareholders Company split agreement;
(3) Articles of association of each company after the split;
(4) Legal documents required for company registration.
7. Registration procedures for company spin-off:
(1) Apply to the company registration authority for pre-approval of the name of the new company after the spin-off;
(2) Split-up Entrusted capital verification of the subsequent company;
(3) Apply to the Industrial and Commercial Administration Bureau for post-split company registration and fill in the registration form;
(4) Submit the information required for industrial and commercial registration according to the requirements of the Industrial and Commercial Bureau ;
(5) After the division, the surviving company applies for change registration.
The above is the process for registering a branch in Panyu provided by the editor. I hope you like it!
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