It is a subsidiary. The subsidiary is...

Many businessmen do not see the difference between opening a branch, a representative office or a subsidiary. Meanwhile, it is there and very tangible. Before making a decision on the reorganization of existing production, one should understand the terms and choose the most appropriate form of expanding activities.

What is a branch office?

This word is called a separate subdivision of a legal entity, which gives it a full range of powers or only a 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.

The branch must be included in the unified state register, but it 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. About the “separate subdivision”, branch and representative office, according to Art. 95 of the Civil Code of the Russian Federation. The Civil Code spells out all the stages of opening a branch.

What is a subsidiary?

This is a more independent separate subdivision, 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 relieves itself of the obligation to manage the document flow at this facility and is content with receiving basic reports on the work of its subsidiary. The main responsibility for its activities lies with the business executive appointed by the head enterprise. He is engaged in the organization of work, the "promotion" of 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 much greater powers on the part of the founder, possessing property transferred to him on the basis of ownership. The branch has much more limited opportunities both in terms of independent management and document management.

You will need

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

Instruction

To open and manage any enterprise, a clear plan is needed, 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 that affect development. Having good business plan, you can get a significant amount of money in the bank or from people who want to share with you.

Any enterprise needs management, 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 manages 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 be different.

On must be developed by personnel. It can be both encouraging and punishable measures. The so-called "carrot and stick method" is used in the manual of many . It is advisable not to abuse the "whip" because it can scare away potential highly qualified specialists, earn the company a bad name in the labor market and increase employee turnover. The amount of money allocated for bonuses and cash incentives is better in advance when budgeting for New Year to avoid subsequent problems with and reporting.

note

When forming a management team, see if your top managers are able to convey the required goals to the staff and stimulate the team to further productive work. Many managers, alas, sometimes do not have a clear idea about 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 need to be carefully analyzed.

Useful advice

It would not be superfluous to conduct focus groups to discuss the problems of the team and the work of the company, 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 director and CEO

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

How to "call" the head of the 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 local government.

The founding documents of the organization and, in particular, its charter must spell out the name of its head - an individual who manages and performs the functions of the sole executive body, as defined by 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, the rights and obligations of the head also do not depend on this.

The head of the organization is an individual elected to the position by the general meeting or who occupies it on a competitive basis.

Therefore, you can choose any name, but you should still take into account the specifics of the work, the field of activity and the volume of production of this particular organization. If it is small, its leader may, without any prejudice to his authority, be called a director. But in the case when it is enough large enterprise, which has, for example, several branches and subsidiaries, their directors may be called directors, and the general one will be the one who exercises general management. CEO the head may also be named in the case when the enterprise provides for positions, for example, technical, financial or executive directors.

The signature on behalf of the employer in the employment contract is put 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 registration of 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, in the employment contract with him, this organization itself must be indicated as an employer. Basis for employment and conclusion employment contract will be the decision of the meeting of the founders or their authorized body - the Board of Directors. All these nuances should be reflected in the Charter.

In the course of accounting, an accountant may detect a shortage of inventory items that arose as a result of damage, theft or natural loss. In this case, an inventory is organized at the enterprise, which is designed to identify the validity of the amount of debt for shortages and determine the guilty person.

Instruction

Approve the order to conduct inventory if a deficiency was found. Indicate in this document the date of the event, the composition of the commission and the property that is subject to verification. Provide the commission with all receipts and expenditure documents for this case. Determine the balance of values according to accounting data. Collect receipts from financially responsible persons.

Determine the actual availability of property, draw up an inventory and a collation statement, which will allow you to identify the amount of the shortage. If it refers to money, then it is also necessary to carry out an audit of the cash desk and draw up an appropriate act. The balance of cash is checked against the data of the company's cash book.

Reflect the amount identified during inventory and revisions 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 “Cashier”, account 10 “Materials”, account 01 “Fixed assets”, account 41 “Goods” and so on can be used.

Draw up an act of shortage, which occurred due to regrading, natural attrition or technical losses. On the basis of these documents, the amount of the shortfall must be reflected in the credit of account 94 in correspondence with account 20 "Main production", account 44 "Sales expenses" and so on. At the same time, for tax purposes, these costs are related to the material costs of the enterprise.

If you talk very plain language, and as a result, far from correct, from a legal point of view, a subsidiary is a kind of branch of an enterprise in your city. Let's say the head office is located in Moscow. And in the city of Krasnodar, its branch opens, this is a subsidiary.

It can be short and strictly official language.

Subsidiary- an enterprise created as a legal entity by another enterprise (founder) by transferring to it a part of its property for full economic management. The founder of a subsidiary approves the charter of the enterprise, appoints its head and exercises other rights of the owner in relation to the subsidiary, provided for by legislative acts on the enterprise.

Now not a lot more detailed and simple language. I propose to consider an example. Let's say we have an Almaz enterprise, which is located in the city of Vorkuta. It doesn't matter what an enterprise does, it can open its subsidiary in any city of the country (with the exception of those cases provided for by the Tax Code, etc.).

And now our Almaz enterprise is successfully developing, and the founders of this enterprise at the general meeting of the founders (although the founder may well be one single person) decide that it is time to expand. What to choose? Open a branch network or a subsidiary? Most often, in such matters, they come to the decision to open a subsidiary, and not branches. Branches do not have their own charter, and in principle, the head office has to fully monitor its work. At the same time, the subsidiary draws up its charter, and the head of the subsidiary is appointed as the head office. In fact, the head of a subsidiary is responsible for all operations performed in its branch. He manages all operations, is engaged in promotion, organization of work, and, in the end, hires workers himself. It turns out this is a kind of separate enterprise. The manager only has to agree on the main costs, etc. from the head offices, to transfer the main reports to it. All current issues and reports, the subsidiary conducts independently.

In half of the cases, when opening a subsidiary, the company makes additions to the name. Let's take a look at our example. The Almaz company, located in Vorkuta, decided to open its subsidiary in St. Petersburg. The name of this subsidiary may, for example, sound like SZDP Almaz, which can be read as North-Western Subsidiary Almaz. Well, or just SZ "Diamond". There are a lot of options.

However, a change in the name in case of opening a subsidiary is not necessary. It all depends on the charter adopted by him.

By opening a subsidiary, the company releases itself from the obligation to monitor and manage the flow of documents in it. The company only receives the main reports, which clearly simplifies work with other regions. Most of the responsibility for the operation of the branch lies with the appointed head of the subsidiary. By the way, this is precisely why the heads of a subsidiary are more active and efficient than the heads of branches. After all, the head of a subsidiary actually works for himself, and even bears almost full legal responsibility. Naturally, he earns more than the head of the branch.

As the business develops, companies expand their areas of activity, and there is a need to form new branches and departments. That is, subsidiaries are opened. In the future, organizations are combined into business groups, which consist of many firms. Subsidiaries can be created as new legal entities controlled by parent companies. As a rule, a subsidiary is controlled by decision-making at a general meeting or by the board of directors.

Creation of a subsidiary

A subsidiary is created in the same way as any other commercial institution. But at the same time, she is not independent view firms, since its activities are carried out according to the model of the parent organization. Basically, the main firm has a stake in the subsidiary, and with its help it influences all decisions. At the same time, the mandatory minimum participation in the capital of the "daughter", upon reaching which the company becomes the main one, is not established either by the Law on Joint Stock Companies or the Civil Code.

The influence of the parent company on the subsidiary

The parent firm does not need to have a controlling interest in order to influence a subsidiary. Two organizations can work on the basis of a special agreement or according to the charter adopted by the controlled company. For example, a firm transfers to another enterprise the right to use its own production technology for manufacturing goods. At the same time, the agreement concluded between them stipulates the condition that the subsidiary company, within a certain period of time, will coordinate the sale of goods with the controlling firm.

Responsibility of the parent company

As a rule, a subsidiary is an independent organization with separate capital and property. It is not responsible for the debts of the main company, the parent company cannot be held liable for the debts of the subsidiary. The controlling company will be liable for the debts and claims of the controlled company only in two cases:

If the transaction is concluded at the direction of the main organization, and there is documentary evidence of this.
If a subsidiary company went bankrupt as a result of following the instructions of the parent company.

In the first case, one of the debtors must fully pay off the total obligations of the creditor, the rest of the debt will be released. In the second, the main company must repay that part of the debt of the controlled company, which it is not able to cover with its own property.

Purposes of creating child structures

The main firm creates sub-control structures in order to sort out the resources of the organization and allocate the most promising directions to specialized firms. This increases the competitiveness of the entire company. Also, a subsidiary company can perform routine work, which will optimize the management of a common company. With the help of transfer prices and transactions, it is possible to reduce tax and financial losses. Registration of subsidiaries abroad contributes to the development foreign economic activity due to preferential customs and tax conditions.

Every entrepreneur, as well as the founder, sooner or later has a question: to open a subsidiary or not? What is the difference between a subsidiary, a branch and a representative office? Does the parent organization actually receive significant benefits when opening a reporting one? Let's take a closer look at these legal issues.

The parent company is...

The parent company is the founder who owns a controlling stake subsidiary organization(50% or more). In other words, it is the main economic society.

Here are some powers of the "mother":

Has the right to carry out certain operations and participate in the production of certain goods of a subordinate company.
Implements organizational and economic principles of management.
Develops specific goals, controls the direction and development of both the company and its departments.
It is responsible for the distribution of profits.
This company controls not only its financial planes, but also their use in departments.
Decides to liquidate or reorganize a subsidiary.

In order to improve the efficiency of the subsidiary, the founder may conduct. This analysis reveals the strengths and weaknesses business financial activities.

The subsidiary is...

A subsidiary is a branch of a large corporation with its own shares. When the established company is gaining momentum, it becomes necessary to create subsidiaries. Since investments in the subsidiary are made by the main organization, it also controls it in accordance with the concluded agreement. Most of the decisions made by the "daughter" come into force only after agreement with the parent center.

The parent company is fully responsible for the subsidiary to the regulatory authorities of the state. It is obligatory to register a “daughter” in the manner prescribed by legislative acts. Successful interaction between "mother" and "daughter" is possible only if subordination at work.

A subsidiary is a separate legal entity. In fact, it is engaged in independent economic activity. Personnel and marketing strategy issues in this enterprise are taken over by the head. The set of rules that establishes the order of work constitutes the mother center. But, according to the statute, decisions made daughter is responsible. Well, capital management is the responsibility of the main organization.

Pros and cons of a subsidiary

The strengths of the "daughter" include the following features:

A subsidiary cannot be declared bankrupt because the entire responsibility for financial management lies with the parent.
The marketing strategy for subsidiaries is developed by its founder. This means that he is the guarantor of product quality. The situation makes it possible to use the reputation of the main company, which has been accumulated over a long period of time, its symbols, etc.
There is no need for a subsidiary to worry about calculations and budgeting, because the parent company does the bookkeeping.
The parent organization is fully responsible for the expenses of the subsidiary and pays its debts.

The main disadvantages in organizational and legal relations that characterize a subsidiary:

Deprivation of the possibility of self-development and the introduction of rational proposals for more extensive activities, and as a result - dependence on the parent company. For example, when considering , a subcompany should take into account the opinion of the main one.
Restriction in the use and distribution of fixed capital, as this is done by the management of the main company according to a clearly defined plan.
Influence during the bankruptcy of the “mother” or branches dependent on her on the “daughter”, up to the stop of the latter’s activities with the withdrawal of its funds to pay off debts.

Features of opening a subsidiary

Why are such companies formed and what is required to open them? Here are the main goals:

"Subsidiaries" are often created for use by large corporations in the event of various problems in the course of their activities. This is an opportunity to start a business from scratch, without taking into account past debts. An additionally created organization can become useful in improving the administration system and getting rid of routine work.
Subsidiary helps to solve issues with the selection of personnel and participate in the fight against competitors. The holding gains market advantage with the opening of more subsidiaries.
The “daughters” also help a lot with the development of foreign economic activity. The conclusion of transactions with foreign counterparties will play into the hands (savings are achieved through tax incentives). In many ways, the prosperity of a business depends on the ability to properly organize. New contacts and connections (including abroad) - additional opportunities and results.
The creation of a subsidiary increases the stability of the parent company. This, in turn, gives an excellent chance to increase financial flows and investments, to use assets and resources rationally.
Sometimes a strategy is used in parallel with the opening of a subsidiary. This is an opportunity to engage in a new activity and reduce risks.

To achieve the above goals, the following tasks are set for subsidiaries:

Improving the quality and, as a result, the competitiveness of manufactured goods or services.
Involvement of specialists in management bodies.
Minimization of cooperative ties with the parent organization.

When opening a subsidiary, you will need:

Documents of the ruling and the Charter of the subsidiary organizations.
A legally certified decision on the application form P11001 to form a subsidiary.

Important: documentary evidence of what is missing indicates the solvency of the founder.

Responsibility of the parent organization

At the legislative level, three cases of liability were previously provided for:

When the relationship between the parent and subsidiary companies was proved.
If the parent organization has obliged the subsidiary to take part in the conclusion of the transaction. This instruction had to be documented. In this case, both entities are subsidiarily liable to the general obligations, which means that in the event of adverse consequences, the debt to creditors must be repaid by any of the firms.
If, as a result of the order of the parent company, the subsidiary suffered losses and turned out to be bankrupt. In this case, vicarious liability also applies. The parent company must repay part of the debt of the subsidiary.

Thanks to innovations in the Civil Code of the Russian Federation, the rule for holding the parent company liable for the debt obligations of a subsidiary has been simplified. That is, it is not necessary to prove the right of the parent company to instruct the subsidiary in the Charter of the latter or in the agreement between these two organizations.

What is the difference between a subsidiary and a branch office?

Branch- this is a subdivision of a legal entity that is located outside its territory and performs most of its appointments, including the function of representation. It is entered in the unified state register, and in its activities uses the property of the parent company and operates on the basis of its provisions. The legal entity appoints the heads of branches, who perform their duties in accordance with the provided power of attorney.

Representation is a separate subdivision of a legal entity that does not have a legal status. Its function is to represent the interests of society and to protect them. The principle of operation is in many ways similar to that of a branch: all actions are performed with the consent of the legal entity, this also applies to the appointment of managers.

Distinctive features of subsidiaries:

The parent company exercises relative control over the subsidiary, provides it with legal autonomy and thus influences decision-making. In contrast, a dependent society generally does not have the right to make any decisions without discussion with the parent organization.
"Daughter" has the status of a legal entity, which is not typical for branches and representative offices. This means that such a company can be located on the territory of the main one, which is excluded for branches.
A subsidiary company can be in any organizational and legal form.

Thus, subsidiaries are more independent structural units, because they have more rights and powers, and also own property on the basis of property rights. Branches and representative offices have more limited opportunities for economic management.

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In general, opening a subsidiary has a number of advantages, but, on the other hand, imposes legal liability. With a properly drawn up business plan, a “daughter” can significantly increase the company's income and reduce risks. Such an expansion of activity is enough interesting phenomenon which deserves close attention.

In contact with

A commercial firm can operate in another region or even a state by opening a subsidiary or branch. What are these structures?

What is a subsidiary?

Under subsidiary means a legal entity authorized capital which belongs to the organization that founded it - the parent. At the same time, both companies can operate in different areas. Moreover, the parent organization is not always directly involved in the management of the subsidiary. But, as a rule, this happens, and the segment of the companies' activities coincides.

Subsidiaries are established through state registration. In addition, the parent company develops for the "daughter" a charter containing the required provisions, and, if necessary, also a memorandum of association.

A subsidiary, since it is an independent legal entity, has property in its own management, with which it is liable for its obligations. In addition, this organization can be a plaintiff and defendant in court hearings independent of the parent company.

A subsidiary is not liable for the debt obligations of the parent company. In turn, reverse liability is provided for by the legislation of the Russian Federation. That is, if a subsidiary has financial difficulties, then the parent company may have subsidiary liability for the debts of the enterprise owned by it.

What is a branch?

Branch- this is a structure dependent on the main organization, which is not an independent legal entity, but located, as a rule, at a considerable geographical distance from the head office. For example, in another subject of the Russian Federation.

The branch is completely subordinate to the head office in terms of management. All contracts are signed by the head of this structure, who carries out his activities by proxy from the top managers of the main organization.

Information about established branches should be recorded in the constituent documents of the company. These structures are formed on the basis of special provisions approved by the management. State registration of branches as legal entities not carried out - you only need to notify the Federal Tax Service of their opening. If this is not done, the tax authorities may issue fines. But if we talk about branches of foreign companies in Russia, they must be accredited by the State Registration Chamber.

Branches have fixed property, but are not able to have property or non-property rights, do not act as a party to legal relations and are not plaintiffs or defendants in court hearings.

The property that is assigned to the branch is often used as security for the debts of the main organization. In turn, the head office bears property liability for the obligations of its subdivision.

Comparison

The main difference between a subsidiary and a branch is that the first structure is legally independent from the main organization, the second is completely connected with it. This predetermines all other differences between the two types of firms in question.

It should be noted that the main organization can establish a branch in one region, and a subsidiary in another, and both structures will do the same thing. Therefore, in practice, the activities of branches and subsidiaries usually do not differ much. Their status is dissimilar only on legal grounds.

Having determined what is the difference between a subsidiary and a branch, we fix the conclusions in the table.

table

Subsidiary	Branch
What do they have in common?
The activities of a branch of an organization in one city and its subsidiary in another may be the same
What is the difference between them?
Is a legally independent organization	It is a structure completely dependent on the head office
May be the subject of legal relations, plaintiff and defendant in court	Cannot be a subject of legal relations and a participant in court hearings
Has separate property	Has secured property
Not responsible for the obligations of the parent organization	Assets assigned to the branch can be collected against the debts of the head office