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.

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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 company is created abroad, then this makes it possible to develop the foreign economic activity of the entire company mainly through 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, Creation subsidiary company– this is an ideal option for development 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 main company does not bear any responsibility for them.
3. Thirdly The “daughter” can be assigned to carry out 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 company with limited liability. 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 any production technologies in the manufacture of a product, and the contract specifies that the subsidiary must 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 in this case both entities 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. She became quite successful and general meeting The founders decide to expand the company.

The question of whether to open a subsidiary or a branch network remains unresolved. They often choose a subsidiary, 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 financial statements to the parent company and agree on some expenses.

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 for itself in managing the subsidiary.

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.

The branch is necessarily included in the unified 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, and 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. Having good business plan, you can get a significant amount of money from a bank or from people who want to enter into a 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 away 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 shortfalls 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 verified against the data cash book enterprises.

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 the this fact. 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.

is a legally independent company created by the parent organization by transferring part of its property to it. A subsidiary cannot make most decisions without the consent of the parent company; therefore, they share responsibility for the consequences of these decisions. However, there is one aspect: the subsidiary is not liable for the obligations of the parent.

Why is a subsidiary formed?

The main goals of forming a subsidiary include:

• Increasing the level of specialization of a specific type of activity of the main company.

• The ability to more effectively and efficiently use the assets and resources available to the parent company.

• Opportunity to start economic activity"With clean slate", that is, without the debts of the parent company.

• Minimizing risk through diversification (a subsidiary is developing a new type of activity).

It is believed that in order to achieve these goals (and to operate effectively in general), a subsidiary must:

• Strive to increase the competitiveness of manufactured products.

• Hire professional managers.

• Try to minimize cooperative relations with the parent organization.

Signs of subsidiaries

Subsidiaries have the following characteristic features:

• There is an element of legal influence (control) in the relationship between parent and subsidiary organizations. The presence of this element means that the parent company is to some extent able to influence the decisions made by the subsidiary.

• A subsidiary has the status of a legal entity, which distinguishes it, for example, from branches and representative offices. This status gives rise to a number of other features - for example, a subsidiary may be located in the same place as the main one, which is again excluded for branches.

• A subsidiary can have any of the organizational and legal forms.

• The legislation distinguishes between the concepts of dependent and subsidiary enterprises. If the subsidiary assumes the presence possibilities participation of the parent in decision-making, then the dependent company cannot decide anything at all without the consent of the main one.

Subsidiary management

Managers of the parent company do not have the right to directly manage the employees of the subsidiary - influence is exercised through the governing bodies of the subsidiary. The following is also important: any directive from the management of the parent company is only advisory in nature for the managers of the subsidiary and is implemented after their confirmation. However, as a rule, lobbying for such a directive is not difficult, since the representation of the main company in the governing bodies of the subsidiary is decisive.

The parent company does not have to be the owner of a large block of shares in the subsidiary in order to be able to influence management decisions– this possibility is provided for in a special agreement that is signed upon the establishment of a subsidiary. The agreement governs the following aspects:

• The scope of powers of the head of a controlled company.

• The procedure for dismissing a manager and appointing a new one.

• The procedure for distributing profits of a subsidiary.

• The procedure for making a decision on the liquidation or reorganization of a subsidiary.

Is the parent company responsible for the subsidiary?

The Civil Code defines two cases of liability of the parent company for the debts of a subsidiary:

• The debts arose due to the fact that the subsidiary complied with the directive of the parent company (supporting documents are required).

• Due to the fault of the main company, the subsidiary turned out to be insolvent.

As business develops, companies expand the scope of their activities, and there is a need to form new branches and departments. That is, they open subsidiaries. IN further organization unite into business groups, which consist of many companies. Subsidiaries can be created as new legal entities controlled by their parent companies. Typically, a subsidiary is controlled through decisions made at a general meeting or by a board of directors.

Creation of a subsidiary

A subsidiary is created in the same way as any other commercial entity. But at the same time, it is not an independent type of company, since its activities are carried out according to the model of the parent organization. Basically, the main company 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 a subsidiary, upon reaching which the company becomes the main one, is not established either by the Law on Joint Stock Companies or by the Civil Code.

Influence of the parent company on the subsidiary

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

Responsibility of the parent company

Typically, a subsidiary is an independent entity 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 its subsidiary. The controlling company will be liable for the debts and claims of the controlled company only in two cases:

1. If the transaction is concluded on the instructions main organization, and there is documentary evidence of this.
2. If a subsidiary goes bankrupt as a result of following the instructions of the main company.

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

Purposes of creating subsidiaries

The main company creates controlled structures in order to sort the organization's resources and allocate the most promising directions to specialized companies. This increases the competitiveness of the entire company. Also, a subsidiary can perform routine work, which will optimize the management of the overall 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 of foreign economic activity due to preferential customs and tax conditions.

Large corporations are opening new organizations in order to expand their business. They are called "children". The company's enterprise creates such own funds. 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 make the final decision belongs to the head of the subsidiary.

Compensation for losses

In a number of 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 problems as personnel selection and the fight against competitors are solved. 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.