What does an employee of a subsidiary organization mean? How to create a subsidiary LLC

Created as a legal entity by another unitary enterprise, based on the right of economic management, by transferring part of his property to him for economic management (clause 7 of Article 114 of the Civil Code of the Russian Federation). The founder approves the charter D.p. and appoints its leader.

Big legal dictionary. - M.: Infra-M. A. Ya. Sukharev, V. E. Krutskikh, A. Ya. Sukharev. 2003 .

See what a “SUBSIDIARY” is in other dictionaries:

An enterprise created as a legal entity by another enterprise (founder) by transferring part of its property to it for full economic management. The founder of the subsidiary approves the charter of the enterprise, appoints it... ... Wikipedia

See Subsidiary Enterprise Dictionary of business terms. Akademik.ru. 2001... Dictionary of business terms

AFFILIATED UNDERTAKING Legal encyclopedia

An enterprise created as a legal entity by another enterprise by transferring to it part of its property... Big Encyclopedic Dictionary

Affiliated undertaking- see Unitary enterprise based on the right of economic management; Holding company … Encyclopedia of Law

An enterprise created as a legal entity by another enterprise by transferring part of its property to it. * * * SUBSIDIARY ENTERPRISE SUBSIDIARY ENTERPRISE, an enterprise created as a legal entity by another enterprise by ... ... encyclopedic Dictionary

A unitary enterprise based on the right of economic management, created by another unitary enterprise based on the right of economic management, through reorganization in the form of separation (clause 7 of Article 114 of the Civil Code of the Russian Federation). D.p. can only be created... Encyclopedia of Lawyer

1) a legally independent enterprise, separated from the main (parent) enterprise and established by it through the transfer of part of its property. Often acts as a branch of the parent company that founded it. Founder D.p.... ... Encyclopedic Dictionary of Economics and Law

affiliated undertaking- a state or municipal unitary enterprise created as a legal entity by another unitary enterprise based on the right of economic management, by transferring part of its property to it for economic management (clause 7 of Art. ... Large legal dictionary

AFFILIATED UNDERTAKING- SUBSIDIARY An organization in which a certain part of the voting shares is directly or indirectly controlled by the parent bank. D.p. is an independent legal entity. face. D.p. has the right to conduct all banking operations. It may appear as new... ... Encyclopedia of Banking and Finance

When opening branches or subsidiaries, it is necessary to take into account their important differences. For example, a subsidiary is a legal entity that can, on its own behalf, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court. A branch is not a legal entity. What should you give preference to – a branch structure or a network of subsidiaries?

Large companies formed spontaneously - they bought companies they liked and sold those they didn’t want. After the composition of the assets had already been determined, structural changes began, which are still ongoing. And if the answer to the question of consolidating different assets into subgroups depends entirely on the specifics of a particular holding, then how is the issue resolved? legal form geographically distributed units? What to choose – a branch structure or a network of subsidiaries?

There is no single correct answer to this question. Much will depend on strategic business goals , types of activities implemented by the holding, and others no less important factors. As a rule, a branch network is used by groups that have one key area of ​​activity, while others prefer to create their own divisions in the form of subsidiaries. In addition, the second option is safer for business as a whole.

Russian holdings decide differently for themselves the question: should they use subsidiaries or branches in their structure? General rule, which can be identified from an analysis of practice, will sound as follows: vertically integrated holdings and diversified corporations give preference to “subsidiaries”, mono-holdings that have one key activity create branch networks.

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What is a subsidiary

As an example, we can cite the experience of the MOESK company, which provides electricity transmission services. It has several branches, each of which already in its name reflects its specialization: “Moscow Cable Networks”, “Central Electric Networks”, etc. But in addition to branches, “MOESK” also has subsidiaries - these are companies whose activities are rather auxiliary in nature. A large one did the same commercial network. She transferred most of her stores from the category of “subsidiaries” to branches.

Expert experience

Anatoly Ryzhov, specialist in the treasury department of a large retail chain

Until February 2008, each store was registered as a separate legal entity (subsidiary). In order to use bank functions such as collection, payment for non-cash services (acquiring, consumer lending), and make payments between branches and the management company, we had to open two or three current accounts for each store. Considering that our company had about 400 such subsidiaries, in total the group opened and serviced more than a thousand current accounts. Moreover, for each of them there was its own database in the accounting system. All this was the cause of many different errors and painstaking work to analyze and eliminate them. The worst thing about the current situation was that it was simply impossible to control mutual settlements on all accounts. To understand the scale of the problem, on average we had to register about 500-600 outgoing and more than 10,000 incoming payments per day.

But there are also enterprises that, even with one clearly defined type of activity, prefer the subsidiary structure of a branch network.

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Features of creating and managing a subsidiary

Holding companies do not face any particular problems when opening branches or subsidiaries; however, there are important differences that must be taken into account when determining what the group structure will be.

The procedure for creating branches by joint-stock companies or companies with limited liability defined by Federal laws: “On joint stock companies" dated December 26, 1995 No. 208-FZ and "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ. The fundamental difference is that in order to open branches, an LLC requires a decision of the general meeting of participants (at least two-thirds of the votes), and in joint-stock companies, amendments to the charter regarding the creation of branches, their opening or liquidation are within the competence of the board of directors. By analogy, decisions are made on the creation (participation) in subsidiaries; there is no fundamental difference.

An important point is the management of the new structural unit. The choice in favor of one option or another will largely be dictated by how centralized the management is in the group.

The branches are headed by a manager appointed by the holding, who acts on the basis of a power of attorney and regulations on the branch (Article 185 of the Civil Code of the Russian Federation). And there are no problems with control. The position or power of attorney can clearly define the powers of its director, down to the types and size of transactions that he has the right to make. It would also be a good idea to set out the procedure for coordination with the relevant services of the holding.

The situation is different with the holding structure, consisting of subsidiaries, each of which has its own executive bodies, and therefore the ability to make decisions independently. In order for the holding to obtain the necessary control over its subsidiary, it will need to indicate in its charter what types and amounts of transactions must be carried out with the approval of the board of directors or the general meeting (Article 52 of the Civil Code of the Russian Federation).

In other words, Management Company a group consisting of “subsidiaries” is more likely to interfere in the strategically important decisions of its wards, but not in operational management. For many holdings, this is an ideal option, allowing them not to inflate the staff of managers, as well as to quickly respond to the changing situation in the regions.

Expert opinion

Tatiana Lvova

One of the advantages of the branch option of organizing a company is that the branches are under the direct influence of the administrative mechanisms of the parent company. At the same time, when choosing the organizational and legal form of a subsidiary, in many cases preference is given to creating a subsidiary with the right of a legal entity, since it is a full-fledged subject of economic relations.

A subsidiary is a company that can have greater responsibility and independence, and its functionality as a registered independent legal entity is significantly higher. Thus, it (even in the form of a limited liability company) is capable of issuing securities, which is not available to a branch.

But with the “branch option”, a holding does not arise with its advantages, which consist, in particular, in the separation of property and responsibility of the main and subsidiary business companies. The organization bears full property liability for the civil obligations of the branch.

Tax aspect

The choice in favor of a branch structure or the creation of subsidiaries is seriously influenced by issues of formation and tax reporting, as well as the risks of claims from the tax inspectorate. Let's look at this in more detail.

Let's imagine a very real situation: the tax inspectorate has requested a certain set of documents relating to the work of a division of the holding, and it must be provided within ten days. If the division is created in the form of a branch, then solving the problem will require streamlined methods of transmitting data and original documents. Despite the development information technologies, the problem may not be trivial. In principle, such difficulties cannot arise with a subsidiary, since it acts as an independent legal entity and all documentation is maintained at its location.

Moreover, the branch structure will require additional efforts from the holding to maintain tax accounting. So, in relation to income tax, you will have to calculate the amount , relating to each branch (Article 288 of the Tax Code of the Russian Federation), and the declaration must be submitted not only at the location of the company, but also where they are located (Article 289 of the Tax Code of the Russian Federation). In addition, depending on the location of the divisions, taxes will have to be paid on movable and immovable property owned by them. And in addition to everything, the branch structure involves the consolidation of all business operations of the divisions in the financial statements, which puts a considerable burden on the accounting department

Expert opinion

Artem Bersenev

Unlike a branch, the establishment of a subsidiary, that is, a separate legal entity, allows you to significantly reduce the costs associated with maintaining accounting and tax records in the parent organization in a branch form, since such costs will be borne by it itself. This means that responsibility for the reliable preparation of accounting and tax reporting rests with him.

In addition, it should be taken into account that the presence of branches may lead to an increase in the timing of the on-site tax audit parent organization. Also, an on-site tax audit of the parent organization can be initiated by its liquidation. In turn, such rules for on-site tax audits do not apply to subsidiaries.

At the same time, holdings consisting of subsidiaries also have a number of disadvantages. One of the favorite topics of tax specialists is intra-company transfer pricing , which is often used by groups, including for the redistribution of profits between their member enterprises. It is clear that this problem does not concern the branch structure, but is the exclusive prerogative of subsidiaries. Moreover, a loss received by one of the holding’s subsidiaries cannot be used to reduce the tax base of another subsidiary or management company.

Expert opinion

Artem Bersenev, tax consultant of the tax law and consulting department of Intelis-Audit LLC, Ph.D. n.

As a rule, separate cost estimates for their maintenance are drawn up for branches for a certain period of time (most often for one calendar year broken down by quarter (by month)). At the end of the established periods of time, branches generate appropriate reports to the parent organization. At the same time, the fact has become quite common when the costs of its maintenance exceed the income it generates, which leads to the need for their liquidation.

For subsidiaries, the most common form of management reporting is the preparation of budgets and reports on their execution. Moreover, if such a company is unprofitable, then the liquidation of a separate legal entity for the parent organization is more painless.

Other people's obligations

The most serious disadvantage of the branch structure in a crisis is that the branches act on behalf of the company that created them. In other words, the holding bears full responsibility for their actions: pays fines and compensates for losses. Moreover, if the tax inspectorate seizes the holding’s accounts because of one branch, this can paralyze all of its work.

It’s easier with subsidiaries. These are legal entities within a holding company that are independently responsible for their obligations. But it must be taken into account that the parent company, in case of problems with the “daughter”, can be held jointly or subsidiaryly liable. In the first case, the parent company gave binding instructions to the subsidiary. In the second, it went bankrupt, following direct instructions from the holding’s management company, and now the “daughter” does not have enough of its own assets to pay off all its obligations. Their shortage will most likely have to be compensated by the holding's management company using its own property or cash.

Expert opinion

Tatiana Lvova, lawyer, consultant of the INTELIS group of companies

Current legislation establishes cases of assigning responsibility for transactions of a subsidiary to the parent organization:

the parent organization, which has the right to give mandatory instructions to the subsidiary, including under an agreement with it, is jointly and severally liable with it for transactions concluded by the latter in pursuance of such instructions. In paragraph 31 of the resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 No. 6/8, it is noted that both legal entities and are involved in such cases as co-defendants in the manner established by procedural legislation;
The parent organization bears subsidiary liability for the debts of a subsidiary in the event of insolvency (bankruptcy) of the latter arising through the fault of the parent organization.

It should be noted here that the legislation establishes the right of participants (shareholders) of a subsidiary to demand compensation from the parent organization for losses caused through its fault to the subsidiary, unless otherwise established by the laws on business companies.

Table. Key differences between branches and subsidiaries

VIDEO: How to objectively evaluate the results of subsidiaries

Inconsistent reporting of subsidiaries, different performance indicators – are these problems familiar? If yes, it’s time to reconsider the methodology and procedure for assessing the activities of subsidiaries. How to proceed, watch the video.

The modern world constantly requires the development and scaling of your business. Therefore, it is not surprising that your LLC may need to create a subsidiary. Why this is necessary and how to arrange everything correctly, we will tell you further.

A subsidiary is an organization that is legally independent. It can control the production of products, delivery of goods to consumers, the introduction of new technologies, etc. But at the same time, the obligation to give the entire profit to the parent organization remains. The latter pays workers, purchases equipment and equipment, and takes on other expenses. Thus, the subsidiary is completely dependent on the budget of the main company. It turns out that the “daughter” is free in everything except the financial side. Although today there are often cases when the main company actively interferes in the organization of the secondary one: it appoints and removes managers from among its own personnel, directs and regulates sales routes and monitors production.

The subsidiary is completely dependent on the budget of the main company.

Since 1994, the subsidiary has become nothing more than economic company created or acquired by another company. It is vested with the right to personally manage production, but at the same time remains financially dependent. This state of affairs allows one to avoid conflicts between the parent company and its subordinate company. After all, both companies exist at the expense of each other. If it so happens that a subsidiary turns out to be insolvent, then the parent organization assumes all responsibility for this issue.

Creation of a subsidiary company

To open a subordinate enterprise that will work for the benefit of the main one at the expense of the latter, you do not need to make any extra efforts. All you need is:

• documents of the main enterprise;
• the company being created;
• the intention to create a subsidiary limited liability company, formalized in accordance with all the rules of the jurisdiction.

An application must be submitted on Form P11001. And here is the new order of sheet design. An important role is also played by the presence of a certificate of absence of debt from your main company.

How to create a “daughter”?

There are 2 main ways to create a subsidiary LLC. Let's look at each in order.

First way

You need to make a special normative act– the charter of the proposed association, where all conditions to be met should be noted. If basic enterprise is in the hands of several shareholders, it is useful to document each of them. A protocol must serve as legal confirmation of the creation of a subsidiary. Don't forget to include your contact information. Remember that only the head of the main company has the right to sign such a document. As noted above, it is important to pay off all existing debts at the time of opening a subsidiary. If the latter encounters difficulties due to insufficient funding, it will be obliged to incur losses in favor of the head office.

A protocol must serve as legal confirmation of the creation of a subsidiary.

When all the above documents are completed, a Chief Accountant, all papers will need to be taken to tax office for registration. After this, you can assume that your subsidiary is ready to operate.

Second way

It is considered in the case when one enterprise is part of another on the basis of a mutually beneficial agreement or due to its non-competitiveness. Popularly, this method is called the takeover of a weak company. Before taking this or that company under its wing, the future parent organization provokes the ruin of this enterprise, and only then appropriates it for a small amount. A striking example of such a takeover is the interaction of automobile concerns. In particular, the most large companies, such as Volkswagen, Toyota, General Motors, have concentrated in their hands most of famous brands cars

Creation conditions

No matter how the enterprise becomes part of another, the following conditions must be met:

1. It is important to decide on the direction of the subsidiary community at the very beginning.
2. Do not forget that production may differ significantly, because, although the subsidiary is controlled by the parent, it is still an independent entity. Therefore, a charter intended for a subordinate company would not hurt.
3. A company that is a subordinate company must have its own bank number, address and individual. Appoint a director, an accountant and agree on profits with them.

You will have to contact the State Chamber and provide the following documents:

1. Statement.
2. Bank certificate about your account.
3. The charter you signed.
4. Characteristics of the subsidiary's employees.
5. Address of the subordinate company.
6. Written information about the founder.
7. Certified copies of the act of acceptance and transfer of the fund and payments.

Advantages and disadvantages

The work of any subsidiary has both disadvantages and advantages. For example, the advantages include the fact that companies of this type do not need to worry about their own viability. In case of bankruptcy, all costs are borne by the flagship company. As well as the costs of maintaining a dependent institution. And the head office will also take care of competitors.

In the event of bankruptcy of a subsidiary, all costs are borne by the flagship company.

The disadvantages include restriction of freedom. It is quite difficult to develop when the company is completely under the control of another association. In addition, there is a risk of closure, because if bankruptcy threatens the parent company, then it will become expensive for the latter to maintain the subsidiary. In this case, you will need to urgently look for either sponsors or new patrons.

Management of a subsidiary LLC

After creation, it is important to pay special attention to the methods of managing a subsidiary LLC and choose the most suitable one. In particular, the following options can be distinguished: sole ownership, board of directors, management company, representatives and board. We suggest studying each separately.

Management through a single executive agency, which is played by CEO company is the most common method. The method is independent decision tasks and problems of the association, disposal of company property, the value of which does not exceed 25% of the enterprise’s assets, and appointment of workers. This is discussed in more detail in Federal Law No. 208 of December 26, 1995 (Article 6 and Clause 1 of Article 78). In such a case, for the normal and mutually beneficial work of the “daughter” and “mother”, it is necessary to acquire regulation of the rights and obligations of both parties. And in the event of a change of manager, etc. it is necessary to take into account the opinion of all shareholders or convene a board of directors.

In the event of a change of director, the opinion of all shareholders must be taken into account or the board of directors must be convened.

The latter is also one of the ways to manage a subsidiary. That is, top management or owners of the parent company participate in the work of the board of directors of the subordinate organization. This scheme is most preferable for small holdings.

The third option is management with the help of a company. It may be either a parent organization or one specially created for these purposes. This method allows you to centralize control and allocate resources more efficiently, but is limited in the number of objects that the management company can deal with.

And finally, the last methods of management are representatives and the board. In the first case, the parent company introduces its representatives to the board of directors and itself determines the range of issues it controls. The second option provides for the inclusion of representatives of subsidiaries into the management team of the head office.

Subsidiary or branch

Often these concepts are confused with each other. But they are not synonymous. You need to figure out what the difference is and not make similar mistakes.

So, a subsidiary is a legal entity, all decisions of which must be agreed with the parent in the form of an agreement. It can only be located in the territory where the main association is registered, and can engage in activities that are fundamentally different from those carried out by the parent enterprise. In turn, it duplicates the flagship’s occupation, is not considered a legal entity and can be geographically located absolutely anywhere. Moreover, this department concludes all transactions on behalf of the main company.

In conclusion, I would like to note that the creation of a subsidiary, which has become so widespread recently, is fully justified. If everything works out as it should, this allows small companies to stay afloat, and large ones to expand even more, acquiring new consumers and increasing their capital.

To put it very in simple language, and as a result, it is far from correct; from a legal point of view, a subsidiary is a kind of branch of any 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.

Affiliated undertaking It can be said briefly and in strictly official language.

Now a little more detail and simple language. I suggest looking at an example. Let's say we have an enterprise called Almaz, which is located in Vorkuta. It doesn’t matter what the company does, it can open its subsidiary in any city in the country (except for those cases provided for by the Tax Code, etc.).

And now our enterprise “Almaz” is developing successfully, and the founders of this enterprise are general meeting founders (although the founder may well be one the only person), decide it's time to expand. What to choose? Open a branch network or 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. In this case, the subsidiary draws up its own charter, and the head office of the subsidiary is appointed. In fact, the head of the subsidiary is responsible for all transactions carried out in his branch. He manages all operations, does promotion, organizes work, and, in the end, hires the workers himself. It turns out that this is a kind of separate enterprise. The manager can only agree on the main costs, etc. from the head office, transmit basic reports to him. The subsidiary handles all current issues and reports independently.

In half of the cases, when opening a subsidiary, the company makes additions to the name. Let's touch on 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 the North-Western subsidiary of "Almaz". Well, or just SZ "Almaz". There are a lot of options.

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

By opening a subsidiary, the company frees itself from the obligation to monitor and manage the flow of documents in it. The company only receives basic reports, which clearly simplifies work with other regions. Most of the responsibility for the operation of the branch rests with the designated subsidiary manager. By the way, this is precisely why the managers of a subsidiary are more active and efficient than the managers 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.

A commercial company can operate in another region or even 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. Moreover, 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 a charter containing the required provisions for the subsidiary, and, if necessary, also a memorandum of association.

A subsidiary, since it is an independent legal entity, has property under 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 from the parent company.

The subsidiary is not obliged to answer 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 it owns.

What is a branch?

Branch- this is a structure dependent on the main organization, which is not an independent legal entity, but is located, as a rule, at a significant 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 under a power of attorney from the top managers of the main organization.

Information about established branches must be recorded in the company's constituent documents. These structures are formed on the basis of special provisions approved by management. State registration branches are not carried out as legal entities - you only need to notify the Federal Tax Service about their opening. If this is not done, 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 assigned 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 collateral for the debts of the main organization. In turn, the head office bears property liability for the obligations of its division.

Comparison

The main difference between a subsidiary and a branch is that the first structure is legally independent from the main organization, while 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 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 different only on legal grounds.

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

Table