How to register a branch?
1. What are the requirements for setting up a branch?
The establishment of a branch company shall apply to the company registration authority of the city or county where the branch company is located for registration;
(1) The registered items of the company include: name, business premises, responsible person and business scope. Moreover, the name of the branch shall comply with the relevant provisions of the state, and the business scope of the branch shall not exceed the business scope of the company;
(2) It shall apply to the company registration authority for registration within 30 days from the date of making the decision. Where laws and administrative regulations stipulate that it shall be submitted to the relevant departments for examination and approval, it shall apply to the company registration authority for registration within 30 days from the date of approval;
(3) To apply for registration, the following documents shall be submitted: 1. An application for registration of branch establishment signed by the legal representative of the company. Secondly, the company's articles of association and a copy of the Business License of Enterprise as a Legal Person stamped by the company registration authority. In addition, the certificate of use of the business premises. Finally, other documents required by the company registration authority. A branch company does not have the legal person status, and when its assets cannot bear the responsibility, it should be borne by the head office in the end.
2. What information does a registered branch need to provide?
According to Article 48 of the Regulations on the Administration of Company Registration, if a company establishes a branch, it shall apply for registration with the company registration authority where the branch is located within 30 days from the date of making the decision; Where laws, administrative regulations or decisions of the State Council require the approval of relevant departments, it shall apply to the company registration authority for registration within 30 days from the date of approval.
To establish a branch, the following documents shall be submitted to the company registration authority:
(1) Application for registration of branch establishment signed by the legal representative of the company;
(2) A copy of the Articles of Association and the Business License of Enterprise as a Legal Person stamped with the company seal;
(3) Certificate of use of the business premises;
(4) The post-holding documents and identity certificates of the person-in-charge of the branch;
(5) Other documents required by the State Administration for Industry and Commerce. Where laws, administrative regulations or decisions of the State Council stipulate that the establishment of a branch company must be approved, or the business scope of the branch company belongs to matters that must be approved before registration according to laws, administrative regulations or decisions of the State Council, relevant approval documents shall also be submitted.
3. How to set up a branch?
The specific process of setting up a branch:
(1) Application for registration of branch establishment signed by the legal representative of the company (stamped with the official seal of the company).
(2) Certificate of the designated representative or co-entrusted agent signed by the company (stamped with the official seal of the company) and a copy of the ID card of the designated representative or entrusted agent (signed by myself). The specific entrusted matters, the authority of the client and the entrustment period shall be indicated.
(3) Articles of Association (signed by the legal representative of the company).
(4) A copy of the company's business license.
(5) A certificate on the use of the business premises of the branch. Submit a copy of the title certificate of the own property; Submit a copy of the lease agreement of the leased house and a copy of the lessor's real estate license; For free use, submit the original certificate that the property owner allows to use and a copy of the property right certificate of the property owner; Without obtaining the real estate license, submit the certificate of the real estate management department or a copy of the house purchase contract and house sales license; If the lessor is a hotel or restaurant, it shall submit a copy of the business license of the hotel or restaurant.
(6) A copy of the post-holding document and identity certificate of the person in charge of the branch issued by the company.
(7) If there are items in the business scope that the branch company applies for registration that must be approved by laws, administrative regulations and the State Council decisions, it shall submit relevant approval documents or copies of licenses or licenses; The business scope of the branch shall not exceed the business scope of the company.
(8) Where laws, administrative regulations and decisions of the State Council stipulate that the establishment of branches must be approved, a copy of relevant approval documents or licenses shall be submitted.
How to avoid the legal risk of setting up a branch
1. What legal risks may I face when setting up a branch?
According to practical experience, under the mode of head office, any irregular operation or behavior beyond the authority of branch offices may cause risks and losses to the head office.
(A) contract management risks
1. Risk of contract signing. As an agent of the head office, a branch company shall sign a business contract within the scope authorized by the head office. In practice, when a branch company signs a contract, it only needs to affix the seal of the branch company, but not every contract must be submitted to the head office and affixed with the seal of the head office. Companies or individuals that have business dealings with branches generally do not force branches to affix the seal of the head office to the contract. If the scope of authorization of the head office is vague, and the branch company signs a contract with a third party (except the guarantee contract), even if it violates the true meaning of the head office, the civil consequences caused by the contract will be borne by the head office.
2. Risks of contract performance control. Because many branches of large enterprises are all over the country and even around the world, after signing the contract, the branches will usually continue to be responsible for the performance of the contract. Because the head office has relatively loose control over branches in different places, if disputes arise during the performance of the contract and are not handled in time, it is very likely to lead to contract disputes and disputes.
When the actual workers sign the contract in the head office and submit it to the branch company for performance, they may or may not do a good job in contract disclosure and contract performance supervision, which leads to the risk of default.
(b) The risk that the branch manager abuses his power and infringes the interests of the company
The operation of general branches is relatively independent. Compared with managers of internal functional departments of the head office, branch managers have higher authority and more resources. Many companies mainly pay attention to the operating performance of branch companies, but neglect the supervision and management of branch managers, which often leads to the risk that branch managers abuse their powers to infringe on the interests of the company. Common risks are:
1. The management of the branch company divulges or sells the company's customer information or company's business secrets, and obtains illegitimate interests;
2. The branch manager manages or helps others to run the same or similar business as the branch or the head office, causing losses to the head office;
3. Misappropriation of property and funds of branches.
(C) Mortgage guarantee risk
According to Article 17 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Guarantee Law of People's Republic of China (PRC):
1. Without the written authorization of the head office, the guarantee contract provided by the branch is invalid. Therefore, if losses are caused to creditors, branches shall bear corresponding civil liabilities according to their faults.
2. If the head office authorizes the branch company to provide the guarantee in writing, and the scope of the written authorization of the head office is unclear, the branch company shall assume the guarantee responsibility for all the debts agreed in the guarantee contract. If the property managed by the branch company is insufficient to bear the guarantee liability, the head office shall bear the civil liability.
Although according to the law, the guarantee provided by the branch is invalid, it shall be borne by the property managed by the branch. If the head office is at fault, it shall bear corresponding civil liability according to its fault. However, because the branch company has no independent assets, from the actual effect, whether it is the responsibility of the head office or the responsibility of the branch company, the head office will bear the losses and responsibilities in the end.
(4) Others
Because the branch company has no independent brand and enterprise name, it must use the name of the head office in its foreign business activities. If there are legal risks in the branch, it will easily lead to a serious blow and impact on the brand image and reputation of the head office, which will lead to other legal risks.
Second, how to avoid the risk of establishing branches?
1. If the company decides to set up a branch, it shall go through the registration formalities on schedule to make it operate in a standardized manner; If it is decided not to set up, it is also necessary to terminate the establishment activities as soon as possible, revoke the relevant documents, and repel the relevant personnel. It must not be delayed. The related creditor's rights and debts arising from the establishment of branches should be regarded as? Sponsor? Our company should take responsibility. Generally speaking, if a branch is established, it shall apply to the company (enterprise) registration authority for registration within 30 days from the date when the relevant department makes a decision or approves it.
2. Selection of the head of the branch. The person in charge of a branch can be said to be the core part of the branch, which plays a key role in the whole operation of the branch, and his personal behavior is often on behalf of the branch. So be very careful when determining the candidate. For unfamiliar people, before making an appointment, we must conduct a comprehensive investigation and understanding of their personal credit. Especially in affiliated and contracted branches, those who take the initiative to seek cooperation should not only listen to their one-sided words, but also conduct a detailed investigation of everything. If necessary, they can also be required to provide certain guarantees, clarify the rights and obligations of both parties, and prevent being deceived.
3. Standardize the accounting and financial systems of branches. The accounting personnel of the branch do the accounts, and the financial department of the company does the summary and financial analysis. According to the regulations, the company should be directly responsible for the recruitment of branch employees, so it should rely on the strength of good people. For key employees such as accountants, the company should uniformly allocate or recruit them to make them independent of the person in charge of the branch to avoid financial problems and damage the company's interests. For example, Zheng, who shocked the stock market, closed down because the financial system of the branch was not perfect, and the overdue accounts on the books were like astronomical figures.
4. Clarify the command process of the company to the branch and the reporting process of the branch to the company. Although the branch operates relatively independently outside the company, as an extension of the company's operation, its civil liability is still borne by the company. Therefore, the two sides should not fight independently, but should establish a close liaison mechanism so that the company can effectively manipulate the branch. For example, the flow of funds such as providing large loans to the branch should be clearly approved by the company, otherwise the corresponding personnel will bear adverse consequences.
Recommended reading:
Registration process of branches in different places
Branch registration information
Registration of opening (establishment) of branches
(1) registered items of the branch: name, business place, person in charge and business scope.
(2) Registration of the establishment of branches
1. branch establishment registration. If the font size is not used separately in the name of the branch company, the pre-registration formalities of the name may not be handled; If the font size is used alone, the name pre-registration procedure shall be performed.
2. When a company establishes a branch, it shall apply for registration with the company registration authority where the branch is located within 30 days from the date when the company decision is made, and submit the following documents and certificates:
(1) Application for registration of branch establishment signed by the legal representative of the company; (Table (1))
(2) A copy of the Articles of Association and the Business License of Enterprise as a Legal Person stamped by the company registration authority;
(3) proof of business premises; (Table (3))
(4) Certificate of designation (entrustment); (Table (4))
(5) Other documents required by the company registration authority. The business scope of the branch shall not exceed the business scope of the company. Where approval is required by laws and administrative regulations, the approval documents of relevant departments shall be submitted.
3. To set up a branch, the following table shall be filled in:
(1) application for registration of branch establishment;
(two) the resume of the person in charge of the branch;
(3) A certificate of the business place of the branch;
(4) Letter of appointment (power of attorney).
Instructions for filling in the power of attorney (applicable to the establishment registration of branches)
Branch registration procedure
Branches registered in different places are as follows:
I. Name verification:
1. Application for pre-approval of branch name signed by all shareholders of the company or all promoters of a joint stock limited company;
2. Qualification certificate of the company as a legal person: a copy of the Company's Business License for Enterprise as a Legal Person stamped by the Administration for Industry and Commerce (copied with the special copy paper for the business license of the Administration for Industry and Commerce);
Three photos of the person in charge of the company, temporary residence permit and family planning certificate for non-local household registration, and work permit for some places;
4. Contact telephone number;
5. Certificate of the company's entrusted agent (power of attorney) and a copy of the client's work permit or ID card;
6. Main business scope;
Second, industrial and commercial registration:
1 application report: application for registration of branch establishment signed by the company's chairman or the person in charge of the branch (with official seal);
2. Notice of pre-approval of enterprise name;
3. Power of attorney signed by the company;
4. Articles of association, documents for establishing branches, resolutions of the board of directors (signed by all directors) or resolutions of the shareholders' meeting;
5. Four photos of the person in charge of the branch, original ID card and household registration certificate, resume (one copy), temporary residence permit and original unemployment certificate;
6. List of employees (18-24 years old male military service status certificate, education certificate under 30 years old, etc. );
7. Proof of site use (house lease contract and agreement, some industrial and commercial bureaus need site reconnaissance); The term of the house lease contract and agreement must be more than one year (with a copy of the property right certificate);
8. The certificate and identity certificate of the person in charge of the branch;
9. Others (such as health certificate, work permit, etc. );
10, the project that must be submitted for examination and approval according to laws and administrative regulations, and the approval documents of relevant state departments;
1 1. A complete set of registration forms and other materials issued by the registration authority.
Three, with the "business license for enterprise legal person" for enterprise legal person code certificate.
Four, with the "business license" and "corporate code certificate" to open a bank account.
Five, tax registration certificate (national tax, local tax), apply for invoices.
With the company (head office) tax registration certificate (national tax, local tax) copy, branch business license, enterprise legal person code certificate, bank account opening certificate, financial personnel related qualification certificate, etc.
6. Statistical certificate.
Seven, social security accounts, etc.
The process is really troublesome, and there is another way to register an office in a different place (which has a little impact on business), but it is much simpler, and you only need to handle it at the Industrial and Commercial Bureau or the Foreign Economic Commission.
The above is the process of setting up a branch provided by Bian Xiao, and I hope it will help you.
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