A subsidiary is a legally independent enterprise, separated from the parent (main) economic entity, established by it through the transfer of part of its property (capital). As a rule, it acts as a branch of the parent company that founded it.

The charter of such an enterprise is approved by its founder, who retains certain managerial, control and other administrative functions in relation to it. The ability to control the activities of a subsidiary is guaranteed by ownership of its shares and is based on the principle of a participation system.

The subsidiary company exists in difficult conditions participation of the parent enterprise in its capital. That is, it is dependent on the head office.

Until 1994, the term “subsidiary” meant an enterprise in which the majority of its fixed assets (capital) belonged to another company. After the adoption of amendments to the Civil Code of the Russian Federation (Article 105), the meaning of the term changed. Nowadays, “subsidiaries” are understood as those created by other companies by virtue of their predominant participation in, or having the ability to control and approve decisions made by such enterprises. In other words, the emphasis is on the right of the parent company to determine the decisions made by the branches it creates.

Relations between parent and subsidiary enterprises are based on the principle of responsibility of the main company for the obligations of the enterprises established by it. They are jointly and severally liable for transactions concluded in pursuance of mandatory instructions from the parent company. In the event of bankruptcy of a subsidiary due to the fault of the parent company, the latter must bear all obligations.

A subsidiary company is created by establishing a new organization or separating it from the structure of the parent company.

Typically, the decision to create it is made when it is necessary to concentrate production in specialized areas in order to increase the competitiveness of an economic entity and develop new markets. New business units are, as a rule, more mobile, flexible, and quickly respond to changes in the market for a particular product. Most topical issue The creation of divisions is for large manufacturing enterprises.

As stated, there are two ways in which a subsidiary can be created: reorganization existing company(including the form of separation) and the establishment of a new one. A more common way is to separate it during reorganization legal entities. In this case, one or more companies can be created without terminating the activities of the company that is undergoing reorganization. The choice of creation method depends on many factors.

Organizational aspects and existing deadlines play a big role in this. The procedure is quite complex and lengthy (takes up to six months). Establishing a new company is a simpler and shorter event (can be completed in two week period). In addition, when choosing the method of establishing a subsidiary, factors such as the establishment of a decision-making body are taken into account; notification of creditors; succession issues and others. In addition to organizational problems, there are also those related to income tax.

Deciding on the way in which a subsidiary will be created involves analyzing the advantages and disadvantages of each of them, taking into account individual characteristics parent organization (composition of property, production volumes, etc.).

The process of transition to them includes the use of control and influence mechanisms between organizations, as well as their mastery. For USA and countries Western Europe this stage is considered completed. Regarding Russian Federation, then there is still a long way to go before its completion.

General information

The above is explained by the weakness of the domestic regulatory framework. It regulates relationships of dependence. However, there is a plus in this situation. We are talking about the possibility of using other people's experience, which has been tested by time. However, this is not always implemented by the legislator. IN in this case It is advisable to study theoretical issues that are associated with relationships of interdependence between commercial organizations. Thanks to this, there will be a significant reduction in the list of problems that arise in practice.

Basic information

What does the concept of subsidiaries and dependent companies include? The relevant law must be consulted. According to it, a company is considered a subsidiary if another economic organization has the opportunity to determine the decisions that it makes. This can be done by virtue of a concluded agreement, (dominant) participation in the authorized capital, or in another way. Still in the same article, the concept that defines the term “dependent society” is indicated. It is recognized as such if the dominant organization concentrates more than 20% of the relevant shares of the first.

Management of subsidiaries and dependent companies

Here the presence of an element of indirect economic and legal control is noted. This can be seen both in the relations of the dominant-dependent and the main-subsidiary societies. The presence of control indicates the existence of a relationship of subordination and power. This also applies to subordination. Thus, subsidiaries and dependent companies are connected with each other. The main ones, to one degree or another, can manage the subordinates. That is, they influence the decisions made by the subsidiary. In particular, this applies to those adopted by the board of directors or general meeting of shareholders.

Subsidiaries and dependent companies. Features of operation

They are not deprived of the status of a legal entity due to the presence of an element of subordination. That is, we are talking about an independent subject of civil law relations. In accordance with this circumstance, subsidiaries and dependent companies are fundamentally different from representative offices and branches. The latter are considered only as divisions of the organizations that created them. In this case, there are a number of other nuances. For example, subsidiaries and dependent companies can be created in any location. This also applies to the location of the main organization. This is excluded for representative offices and branches.

Nuances of creation

This organizational and legal form is not named in the legislation. In this regard, we can conclude that subsidiaries and dependent companies can be created in any form permitted by the legislation of the Russian Federation. We are talking about the following business companies:

1. With additional responsibility.
2. Shareholder.
3. Limited liability.

Main differences

Subsidiaries and dependent business companies are distinguished by one common characteristic. We are talking about a legal relationship. However, there are certain differences between them. The basis of a subsidiary is the criterion of the ability of the dominant structure to determine its decisions. At the same time, the dependent is determined by the formal condition of the participation of the dominant organization in its authorized capital.

Target orientation

Authorized capital

There are certain difficulties when using this criterion. The question is how to define the term “predominant”. As for the lack of a formal size of participation in the authorized capital, this makes it possible to recognize the organization as the main one, even if it has a stake of less than 20% of the voting shares of the subsidiary. Predominant participation also has a number of certain nuances. It does not mean at all that the main society will influence absolutely all decisions of the subsidiary.

Financial and industrial groups, concerns and holdings

A system of companies bound by control and economic dependence is formed by the main company together with its subsidiaries. It can be called a financial and industrial group (RF), a holding (England, USA) and a concern (Germany). The content of these formations is identical. Thus, for further convenience, one general term will be used - “holding”. Its creation is objective from the point of view of business practice.

So, the enterprise has become quite large. is increasing, extensive investment projects. Becomes necessary creation divisions of the company, as well as subsidiaries. A certain hierarchy is needed. Minimization of tax and other mandatory payments is also required. This situation is quite natural for business development. Accordingly, we can say that the holding arises independently. What, in essence, are the largest Western companies today? These are entire systems consisting of main and subsidiary communities that are interconnected. We are talking about groups of individuals who have united under one brand name.

According to statistics from the Monde Diplomatic publication, in the 90s. There were about 37 thousand transnational organizations functioning. They, in turn, had approximately 170 thousand branches and subsidiaries. In Russia, we can note several of the largest companies that have So, there are subsidiaries and dependent companies of Russian Railways, RAO Gazprom, YUKOS, LUKOIL. Currently, a number of domestic enterprises classified as medium and small businesses are characterized by a similar organization of corporate activities in one form or another. Using the structure of the holding system, many important problems can be solved, including:

• organizing the implementation of a coordinated sales and production policy;
• effective management of subordinate enterprises.

At the same time special legal regulation absent. However, in Western countries it is available. Thus, the potential of this structure is not fully realized.

Many businessmen do not see the difference between opening a branch, representative office or subsidiary. Meanwhile, it is there and very noticeable. Before deciding to reorganize existing production, you should understand the terms and choose the most appropriate form of expansion.

What is a branch of an enterprise?

This word refers to a separate division of a legal entity, which gives it a full range of powers or only part of it. A branch of an enterprise or organization may be located on the territory of a foreign state. In this case, all aspects of its activities must be coordinated with the legislation of this country, since it may differ significantly from the domestic one.

Branch in mandatory included in a single state register, but is not a legal entity. He is fully subordinate to the management of the parent company and exercises his powers only on the basis of a power of attorney. The fact that “a separate division”, a branch and a representative office is indicated by Art. 95 Civil Code of the Russian Federation. The Civil Code specifies all stages of opening a branch.

What is a subsidiary?

This is a more independent separate division, which is formed by transferring part of the property of the parent enterprise to the full economic management of the subsidiary. Its founder determines the Charter of the subsidiary and the ownership rights to the transferred property.

This form of management is beneficial for the head office in that it frees itself from the obligation to manage the document flow at this facility and is content with receiving basic reports on the work of its subsidiary division. The main responsibility for its activities lies with the business manager appointed by the head enterprise. He organizes the work, “promotes” the unit, manages all current operations. But he is obliged to coordinate all major costs and decisions with the head office.

Thus, the conclusion is: a subsidiary is a more independent unit, endowed with significantly greater powers on the part of the founder, possessing property transferred to him by right of ownership. The branch's capabilities both in terms of independent management and document management are much more limited.

You will need

• A clear business plan for the production and sale of your own products, developed motivation for personnel, capital that can be used for bonuses, incentives, etc., a management team and several theoretical manuals on personnel management.

Instructions

To open and manage any enterprise, you need a clear plan, which will take into account investment risks, stages of development of the enterprise, volumes, points and methods of selling products and a number of other points affecting development. With a good business plan, you can get a significant amount of money from the bank or from people willing to share with you.

Any enterprise needs leadership, that is, a management group that will set clear goals for the team and monitor their implementation. The leader of the management group is the director of the company who supervises several top managers. These should be competent people familiar with the theory and practice of management and personnel. Their number depends on the size of the company and may vary.

The staff must be developed. These can be either rewarding or punishing measures. The so-called “carrot and stick method” is used in the management of many. It is advisable not to abuse the “stick”, as this can scare off potential highly qualified specialists, earn the company a bad reputation in the labor market and contribute to staff turnover. The amount of money allocated for bonuses and cash incentives is better in advance when creating a budget for New Year to avoid subsequent problems with reporting.

Please note

When forming a management team, look at whether your top managers are able to convey the required goals to the staff and stimulate the team to further productive work. Many managers, unfortunately, sometimes do not have a clear idea of ​​the main, short-term and long-term goals of the company. It happens that in the course of development, it is necessary to reorganize the enterprise, the consequences of which also require careful analysis.

Useful advice

It would be useful to conduct focus groups to discuss the problems of the team and the company’s work, attract various consulting firms, conduct audits, trainings and seminars to improve the quality of the services offered and coordinated work in the team.

Tip 3: What is the difference between a director and a CEO

What the head of an enterprise or organization will be called - president, director or general director - is specified in the Charter of this enterprise. But by what principle the name for the manager is chosen and how his labor relations with the enterprise are built, you need to figure it out by turning to the legislation.

How to “call” the head of an enterprise

There is a contractual relationship between the head of the enterprise and the enterprise. They are regulated federal laws, including: the Labor Code of the Russian Federation, federal laws “On joint stock companies", "On Limited Liability Companies", as well as other regulatory and legal documents and acts approved by a subject of the Federation or a territorial body of local government.

IN constituent documents The organization and, in particular, its charter must state what its leader will be called - individual exercising management and performing the functions of the sole executive body, as defined in Article 273 Labor Code RF. According to it, the founders can choose any name: director, general director, chairman or president - there is no difference, it does not change the essence in any way, the rights and responsibilities of the director also do not depend on this.

An individual elected to the position by the general meeting or who occupied it on a competitive basis is appointed as the head of the organization.

Therefore, you can choose any name, but you should still take into account the specifics of the work, area of ​​activity and production volumes of this particular organization. If it is small, its leader can be called a director without any damage to his authority. But in the case when this is a fairly large enterprise, which has, for example, several branches and subsidiaries, their managers may be called directors, and the general will be the one who carries out general management. General Director may also be called a manager in the case where the enterprise has positions, for example, technical, financial or executive directors.

The signature on behalf of the employer in the employment contract is placed by the person specified in the Charter. This may be the chairman of the general meeting of founders or the chairman of the Board of Directors.

Features of formalizing labor relations with the head of the enterprise

Whatever the name of the head of the organization, in accordance with Article 20 of the Labor Code of the Russian Federation, this organization itself must be indicated as the employer in the employment contract with him. Grounds for hiring and conclusion employment contract will be a decision of the meeting of founders or their authorized body - the Board of Directors. All these nuances must be reflected in the Charter.

During accounting, an accountant may discover a shortage of inventory items that arose as a result of damage, theft or natural loss. In this case, the enterprise organizes an inventory, which is designed to reveal the validity of the amount of debt for shortages and determine the culprit.

Instructions

Approve the order to carry out inventory, if a shortage was discovered. Indicate in this document the date of the event, the composition of the commission and the property that is subject to inspection. Provide the commission with all receipts and expenditure documents related to this case. Determine the balances of valuables based on accounting data. Collect receipts from financially responsible persons.

Determine the actual availability of property, draw up an inventory and a matching statement that will allow you to identify the amount of the shortage. If it refers to cash, then it is also necessary to audit the cash register and draw up a corresponding act. The cash balance is checked against the data in the company's cash book.

Reflect the amount identified during inventory and audit of shortages on the debit of account 94 “Shortages and losses from damage to valuables.” At the same time, in correspondence with this account there is an account that characterizes the values ​​​​for which this fact was discovered. So account 50 “Cash”, account 10 “Materials”, account 01 “Fixed Assets”, account 41 “Goods” and so on can be used.

Draw up an act of shortage that occurred due to misgrading, natural loss or technical losses. Based on these documents, the amount of the shortage must be reflected on the credit of account 94 in correspondence with account 20 “Main production”, account 44 “Sales expenses”, etc. At the same time, for tax purposes, these costs are classified as material expenses of the enterprise.

There are many cases when an enterprise has developed to such an extent that it needs to either expand or, conversely, increase its profits. And most often, the management of such an enterprise settles on the option of creating one or more subsidiaries.

Dear reader! Our articles talk about typical ways to resolve legal issues, but each case is unique.

If you want to know how to solve exactly your problem - contact the online consultant form on the right or call by phone.

It's fast and free!

Subsidiary is a legal entity created by another enterprise or founder with the transfer of a share of its property fund to it. The founder of the created enterprise approves its charter and appoints a manager. In addition, the founder has many other rights of the owner provided for by current legislation in relation to the subsidiary.

The main purpose of creating subsidiaries– this is the distribution of the organization’s internal resources and the allocation of the most promising areas into separate specialized companies. Thus, the competitiveness of the entire company as a whole increases. In addition, often a subsidiary is engaged exclusively in tedious routine work, and transfer prices and transactions help reduce financial and tax costs.

If a subsidiary is established abroad, then this allows the development of foreign economic activity of the entire company mainly due to customs and tax benefits. When several subsidiaries are created, a holding is formed, and each so-called “subsidiary” has the right to independently choose the taxation regime for itself, enter into agreements and much more.

Benefits of opening

1. Firstly, the creation of a subsidiary is ideal option for the development of foreign economic activity. Therefore, creating a “subsidiary” in an offshore zone will allow you to save money with the help of tax benefits when concluding transactions with foreign counterparties.
2. Secondly, the creation of a subsidiary will increase the stability of the parent company. All risky operations can be transferred to its activities and the main company does not bear any responsibility for them.
3. Thirdly The “daughter” can be entrusted with performing daily routine work or assigned certain functions for the implementation of a specific project.
4. Fourthly, the subsidiary creates competition through the narrow, specialized focus of the company's activities.
5. Fifthly a subsidiary will provide an opportunity to increase financial flows, investments and much more.

How to open?

In order to open a subsidiary company you must:

1. Choose in which direction the “daughter” will work.
2. Draw up a charter for such a company indicating all important conditions. If there are several founders, then a constituent agreement should be drawn up, in which it is necessary to pay attention to the clause on the distribution of shares between each of them.
3. Draw up minutes of the meeting of founders on the creation of a subsidiary company. In this case, the minutes must be signed by the chairman of the meeting, the secretary of the founding council, or only one founder.
4. Assign a legal address to the company. The director of the main company draws up a document about this.
5. A legal entity must be registered. In addition, the company must have its own current account, seal, and details.
6. Identify and appoint a chief accountant and director of the subsidiary company. In order to record the transfer of a share of finance from the parent company, a corresponding act must be drawn up and signed by the directors of both companies and the chief accountant.
7. The main enterprise should not be burdened with budget debts, including tax. To confirm the absence of such debt, the registration chamber should request a letter indicating that the company has no debts.

It is also necessary to draw up an application in form p11001 with the obligatory indication of:

• organizational and legal form;
• data about ;
• legal address;
• name of the subsidiary;
• information about the founders and the sole executive body;

A fully completed form with the required documents, as well as a certificate of state registration of the main company and copies of passports of the chief accountant and director of the subsidiary company, provide it to the territorial tax office. After registration, the subsidiary can carry out its activities in full.

Comparison with branch and representative office

Branch is an independent division of a specific limited liability company. It must be located outside the location of the main company.

A branch is not a separate legal entity; it performs the functions of the main company or part of them. In addition, such a unit operates solely on the basis of approved provisions.

The branch does not have its own property. The head of the unit is appointed and removed from office by the main enterprise and acts only by proxy.

It does not act independently, but on behalf of the company, and it, in turn, is responsible for the actions of the branch. The charter of the enterprise indicates all the data on existing branches.

Representative office as well as branch is a division of a limited liability company that is not located on the territory of the company. Unlike a branch, it performs the function of representation and protection of the interests of society. Otherwise, everything is the same with the branch.

The main differences between a subsidiary and a branch and representative office:

1. A subsidiary is an independent legal entity. It is created like any ordinary limited liability company. He has his own authorized capital, it acts on the basis of the charter and bears responsibility independently.
2. A subsidiary can engage in any activity, which is stated in the charter. The branch operates in the same directions as the company, and the representative office is created for the purpose of representing and protecting the interests of the company.
3. The subsidiary acts only on its own behalf, and a branch and representative office from the main enterprise.

Opening a subsidiary is much more profitable than opening a branch or representative office. It is independent in making any decisions, is responsible for its obligations independently, and in the case of actions on the orders of the main company, bears joint and several liability with it.

Influence of the parent company on the subsidiary company

To control a subsidiary, the parent company is not required to hold a majority stake. They can operate on a contractual or statutory basis. For example, one company may transfer to another company the rights to use some production technologies in the manufacture of some product, and the contract states that the subsidiary is obliged to coordinate the sale of the product with the controlling company.

Responsibility of the parent company

The created subsidiary is an independent entity. She has her own capital, as well as property. It does not bear any responsibility for the resulting debts of the main organization, and the parent company does not bear responsibility for the debts of the subsidiary.

But the legislation provides for two cases of liability of the parent company for the debts and claims of the subsidiary:

1. In case of concluding a transaction with the participation of a subsidiary at the direction of the main organization. In this case, such an order must be documented. In this case, both subjects bear in relation to common obligations. That is, if adverse consequences occur, any of the firms is obliged to repay the resulting debt to creditors.
2. If a subsidiary is bankrupt as a result of administrative actions of the main enterprise. In such a situation, subsidiary liability arises. This means that if the subsidiary does not have enough resources to pay off the debt, the remaining balance is paid by the parent company.

And now all of the above can be considered with an example. Let’s assume that there is a certain company “Crystal”, which is located in Yakutsk. It has become quite successful and at the general meeting of the founders a decision is made to expand the company.

The question of whether to open a subsidiary or a branch network remains unresolved. They often settle on a subsidiary company, since the branch requires constant monitoring by the parent company. In a subsidiary, you only need to appoint a director and he himself will manage and be responsible for all the actions of the company. The result is an independent company. And you only need to send it to the parent company financial statements and agree on some costs.

Typically, when a subsidiary is opened, a change is made to the name of the parent company. So, the Kristall company opens a subsidiary in Moscow. The name of the subsidiary will be with the addition of several letters, for example, DK "Crystal".

The main company frees itself from control and management of the current documentation of the company. The head of a subsidiary is responsible to the management of the parent company. This expands the competitiveness and profitability of the parent company, but at the same time makes life easier in managing the subsidiary.

Large corporations are opening new organizations in order to expand their business. They are called "children". The company's enterprise creates these at its own expense. It is responsible for their work to the state and regulatory authorities. Accordingly, the management of subsidiaries is carried out from the parent organization. However, such companies are not responsible for the work of the main corporation. Let us next consider what a subsidiary LLC is.

General information

A subsidiary is a legal entity. It must be registered in the manner prescribed by legislative acts. The formation of a new company is carried out by transferring part of the property to economic management. Acting as a founder, the main corporation approves the head of the organization and exercises the rights of the owner, as established by the relevant regulations.

Specifics

A subsidiary is an organization whose structure is identical to that established at the main office. The difference between the two is that the parent corporation has more rights and benefits. However, she also has more responsibility. One of the advantages of the main office is the ability to make administrative decisions regarding all activities of the open company. It is generally accepted that to fully participate in its activities you must own 3% of its shares. However, in practice this figure rises to 5%. Of course, a controlling stake (more than 50%) provides many advantages to the main corporation. At its core, a subsidiary is a separate division. Activities are controlled not only by the main corporation, but also by the state. All financial transactions are under close attention supervisory authorities.

Management

The main organization sends its employees to again open companies. The head of the representative office receives a seat on the board of directors. For example, Gazprom's subsidiaries operate on this principle. Employees of the main office can give orders and recommendations for promoting the business and for all activities of the organization as a whole. However, the right to accept final decision belongs to the head of the subsidiary company.

Compensation for losses

In some cases, the established company begins to lose profits due to the illiterate policies of the main corporation. In such situations, creditors have the right to demand that the parent company repay the debt. Counterparties act similarly in the event of bankruptcy of an open organization.

Possibilities

A subsidiary is primarily a tool for business expansion. Due to the network of such organizations, the main corporation can significantly strengthen its position in the market. A large holding company undoubtedly has more weight than a single company. An example of this is the subsidiaries of Gazprom. One of the key tasks of such organizations is to identify potential competitors in the market. Often, single firms quickly leave the sector when a representative office of a large holding appears in it. In addition, a subsidiary may be formed to capture new market segments. To increase the influx of capital, the corporation must look for new, more promising sites. This causes large corporations to actively enter international markets by opening representative offices abroad.

Advantages

Large corporations may face various challenges during the course of their operations. To solve some of them, an enterprise can create a subsidiary company. Often a corporation needs to improve its administration system and free itself from routine activities. The formation of a new organization may well contribute to the implementation of this task. At the expense of the subsidiary, such important issues, like recruiting personnel, fighting competitors. The more such organizations a holding has, the more advantages it has in the market.

Subsidiary and parent company

The situation is considered quite normal when an organization formed by the main corporation becomes an independent company with separate property and own capital. Accordingly, it is not liable for the debts of the parent company, just as the main holding cannot be held liable for the obligations of the subsidiary. Meanwhile, the legislation still provides for a number of cases in which demands can be addressed to the main corporation. The parent company is liable when:

• the conclusion of the transaction took place on her orders (this fact must be documented);
• the subsidiary carries out the orders of the parent organization and is declared insolvent (bankrupt).

In the first case, settlement of obligations is carried out in full. In the second situation, the parent company repays only that part of the debt that the subsidiary is unable to pay.

Difference from branch

First of all, the subsidiary has legal autonomy. The branch is fully connected to the main office. This fact predetermines other differences. In this case, it often happens that the main corporation opens a subsidiary in one region and a branch in another. Both organizations will have the same goal. In this regard, in practice, most of the work of branches and subsidiaries does not differ much. The discrepancy between these organizations can only exist on legal grounds.

Features of creation

Before opening a subsidiary, it is necessary to develop a Regulation on its activities. Based on this document new organization will work. In addition, changes must be made to the charter of the main corporation. Applications must be sent to the registration authority in the prescribed forms. The formation of a subsidiary must be discussed at a general meeting. This matter must be entered into the minutes. The package of documents must be accompanied by the decision of the meeting on the creation of a new organization.

During the discussion, the head of the future company is determined. The prepared package of documents is certified by a notary and sent to the registration authority. The subsidiary company will be considered created from the moment the corresponding entry is made in the Unified Register. After this they decide organizational issues. The subsidiary must have the entire package of documents established for legal entities. The organization also needs to register with the tax office.