子公司与分公司有什么区别（What´s the difference between a subsidiary company and a branch company）

子公司与分公司有什么区别（What´s the difference between a subsidiary company and a branch company） 子公司与分公司有什么区别(What's the difference between a subsidiary company and a branch company) An enterprise may set up branches and subsidiaries according to law. A branch company has no legal person status and shall receive a business license (not a business license of an enterprise legal person). The subsidiary company has the legal person status to receive the enterprise legal person business license. The scope of operation of the branch shall not exceed the scope of the company's business. No restrictions are available for subsidiaries. Setting up a subsidiary is approximately the same as setting up a general company. Where a branch is established, it shall apply for registration with the competent authority in the locality where the branch is located. If a branch changes its registration items, it shall apply to the company registration authority for registration of change, but if the company is withdrawn, the company registration authority of the branch shall apply for cancellation of registration. A copy of the business license of the branch shall be provided at the annual check up of the company that has set up a branch. The subsidiary company has the legal person status, and the branch company has no legal person status Therefore, subsidiaries can independently conduct economic activities abroad and can bear the consequences independently for their own economic activities, while the branch does not have this qualification. In fact, the difference between them, you view the difference between people and illegal people on the line. What is the difference between a subsidiary company and a branch company, and what is the choice of Taxation? 1, subsidiaries, branches of the difference is mainly: 1, the legal status of subsidiaries: Although the parent company actual control, but has an independent legal personality, a "business license of enterprise legal person in the business sector, the company has its own name and articles of association, to carry out business activities in its own name. A branch does not have an independent legal personality, although the company has the word, but not the real sense of the company, without its own constitution, the company name as long as the name of the company after adding the words can branch. Note: the company is not independent legal status, but in accordance with the "civil law" article forty-ninth, "civil litigation opinion" fortieth branch, established in accordance with the law can be used as a party to a civil action, a lawsuit qualification, the other branch also has independent contracting capacity. 2, responsible for the subsidiary company with its own property independently bear civil liability, and the parent company of each joint, in addition to the investor (the subsidiary of the shareholders) no real contribution or withdrawal of funds, and the disregard of the corporate personality, the creditor shall not without recourse to repay part of investors. There, in the course of the business can not fulfill debt situation, the creditor may require the establishment of a company (company) bear the payment obligation, litigation, can be directly to the establishment of a company as a co defendant of liability. Special note: this does not mean that the relationship between the two is a joint relationship, should be the same personality, the total responsibility borne by the head office. 3, the way to set up subsidiaries by a shareholder (a limited liability company) or more than two shareholders in accordance with the provisions of the company law, establish investment condition and way of corporation; the local business sector in the domicile of the outgoing application for the establishment of branches, belong to the establishment of the company, independently carry out business operations authorized by company in. 4, the parent company / Corporation Investment Limited subsidiary company invests in other limited liability companies, shares of the company's articles of association of the company, the total amount of investment or security and the amount of a single investment or guarantee allowance, shall not exceed the prescribed limit. The company's investment in the company is in principle unrestricted. Note: in the nineteenth section of the commercial banking law, the sum of the operating funds allocated by a commercial bank to its subsidiaries shall not exceed second of the total capital of the head office (60%). 2. Subsidiaries are independent of the tax system and the subsidiaries are attached to the parent company in the tax system The subsidiary company is an independent legal enterprise, its foreign relations is completely independent of the legal liability of creditor's rights in the management process for independent, investors may be more corporate or individual investors, is a subsidiary of the parent company. A branch is not an independent legal person enterprise, and its legal person is the head office. In the course of its operation, the creditor's right and debt do not bear independent legal liability, and the head office is the only investor. In taxation, there is no difference between a subsidiary company and a branch office, Tax determination is based on the size and nature of the business and has nothing to do with the form of the organization. Of course, enterprises can not afford to pay tax obligations, the tax authorities in the implementation of the subsidiary company and branch may be in the recovery of the power will be some different. Article fiftieth of the enterprise income tax law stipulates: "if a resident enterprise establishes a business entity without the legal person status within the territory of China, it shall collect and calculate the enterprise income tax."." China began to implement the corporate income tax system since 2008, emphasizing the corporation as the tax payers and non independent accounting branches will be automatically aggregated to the company headquarters to pay corporate income tax, enterprises in the establishment of branches, therefore need to choose carefully. The balance between a branch and a subsidiary The fourteenth article of the company law stipulates: "subsidiary companies have legal personality and independent civil liability according to law. The branch company does not have legal person status, and its civil liability is borne by the company."." If an enterprise establishes a branch so that it does not have the legal person status and does not carry out independent accounting, the enterprise income tax can be collected and paid by the head office. This will enable the head office to adjust the profit and loss, and reduce the burden of corporate income tax. Of course, there are three factors that should be taken into account when setting up branches: First of all, it is the profit and loss situation of the branch. When the head office is profitable and the newly established branch may lose money, the company model should be chosen. According to the provisions of the tax law, the branch is not independent of taxpayers, the losses can be offset by the corporation profit; if the establishment of a subsidiary, the subsidiary company is independent of taxpayers, the loss can only make up after the annual profit, and the company can broaden the company's losses, it shall not be deducted from the subsidiary investment cost. When the total body loss, may set up new branches of earnings, should choose the parent company subsidiary mode; do not need to bear the loss of the parent company, self accumulation of capital to get development, corporation can transfer the benefits of good assets to a subsidiary, to dispose of non-performing assets. Second, is to enjoy the preferential tax situation, in accordance with the provisions of the tax law, when the total institutions enjoy preferential tax and branches do not enjoy preferential, can choose the total company mode, the branches also enjoy preferential tax treatment. If there is a preferential tax policy in the place where the branch is located, then when the branch begins to make profit, it can change the registered branch to be a subsidiary, and enjoy the preferential tax policy of the locality, so that it will receive better tax effect. Thirdly, the profit distribution and risk responsibility of the branch offices. Because the branch does not have the independent legal person status, it is not advantageous to carry on the independent profit distribution. At the same time, the branch may be implicated in the head office if it has risks and related legal obligations, while subsidiaries do not have this concern. Selection of subsidiaries and subsidiaries According to the "State Administration of Taxation issued on the" trans regional business tax income tax collection management procedures "notice" (Guo Shui Fa 2008 No. 28) provides that: enterprises "tax collection and management methods of uniform calculation, classification management, local advance payment, clearing, financial summary transfer" of the enterprise income. That is, the total amount of taxable income and the taxable amount of the enterprise, including all the business establishments and establishments that do not possess legal personality, are calculated uniformly by the head office of the enterprise. But the competent tax authorities where the head office and branches are for the administration of enterprise income tax liability to the local authorities, the head office and branch institutions shall accept the competent tax authorities of the management. During each tax period, the head office and branch offices shall submit monthly income tax to the local competent tax authorities on monthly or quarterly basis. So after the end of the year, the total organization responsible for the annual corporate income tax final settlement, unified calculation of annual corporate income tax payable, deduct the head and branch offices that have to withhold the enterprise income tax, tax duotuishaobu. Such, It provides the basis for reasonable tax policy and support branch. When the establishment of branches, due to the early establishment of branches face high costs, so the probability of loss is high, usually in the form of a subsidiary is more appropriate, and can enjoy the benefits of income based full loss offset. After two or three years of operation, when the branch began to turn losses into profits, the branch was then changed to register as a subsidiary, thus reducing the legal impact of the branch on the head office. The subsidiary company has the independent legal person status, has the minimum registration own request, the limited liability company is not less than 30000 yuan. One person limited liability company, 100 thousand yuan a one-time payment in place; Two shareholders and above limited liability company, 30 thousand yuan rmb;