Subsidiary company and the advantages of its opening. Subsidiary or branch: what to choose? Forms of subsidiaries

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 obligations, be a plaintiff and defendant in court. Branch same legal entity is not. What to give preference to - a branch structure or a network of subsidiaries?

Large companies were formed spontaneously - they bought the enterprises they liked and sold the "objectionable" ones. After the composition of the assets was already determined, structural adjustments began, which are still going on. And if the answer to the question about the consolidation of various assets into subgroups depends entirely on the specifics of a particular holding, then how is the issue with legal form territorial divisions? 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 other equally important factors. As a rule, the branch network is used by groups that have one key area of ​​activity, the rest prefer to create their divisions in the form of subsidiaries. In addition, the second option is safer for business in general.

Russian holdings decide for themselves the question in different ways: should they use subsidiaries or branches in the structure? General rule, which can be distinguished from the analysis of practice, will sound as follows: vertically integrated holdings and diversified corporations give preference to "daughters", mono-holdings that have one key view activities, create branch networks.

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What is a subsidiary

An example is the experience of MOESK, which provides electricity transmission services. It has several branches, each of which already reflects specialization in its name: Moscow Cable Networks, Central Electricity of the net”, etc. But in addition to branches, MOESK also has subsidiaries - these are companies whose activities are more of an auxiliary nature. Similarly, a large commercial network. She transferred most of her stores from the category of "daughters" 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 such functions of the bank as collection, payment for non-cash services (acquiring, consumer lending), to make payments between branches and the managing company, we had to open two or three current accounts for each store. Considering that our company had about 400 such subsidiaries, more than a thousand current accounts were opened and serviced throughout the group. Moreover, for each of them accounting system had its own database. All this was the cause of many various errors and painstaking work on their analysis and elimination. The worst thing about the current situation was that it was simply unrealistic to control mutual settlements on all accounts. To understand the scale of the problem, I will say that on average we had to register about 500-600 outgoing and more than 10,000 incoming payments per day.

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

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Features of creating and managing a subsidiary

Holdings do not have 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 the creation of branches by joint-stock companies or companies with limited liability determined federal laws: "About joint-stock companies”of December 26, 1995 No. 208-FZ and “On Limited Liability Companies” of February 8, 1998 No. 14-FZ. Fundamental difference consists in the fact that an LLC to open branches 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 lies 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 a new structural unit. The choice in favor of one or another option will largely be dictated by how centralized management is in the group.

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. In the position or in the power of attorney, one can clearly define the powers of his head, up to the types and size of transactions that he has the right to make. And also it will not be superfluous to prescribe the procedure for coordination with the relevant services of the holding.

Things are different with the holding structure, consisting of subsidiaries, each of which has its own executive bodies and thus the ability to make decisions independently. holding to receive necessary control over its "daughter", it will be necessary 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, the management company of 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 not to inflate the staff of managers, as well as quickly respond to the changing situation in the regions.

Expert opinion

Tatiana Lvova

Among the advantages of the branch variant of the organization of the company is the fact that the branches are in the sphere of direct action 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 firm that may have greater responsibility and independence, and its functionality, as a registered independent legal entity, is much higher. So, it (even in the form of a limited liability company) is able to issue valuable papers, which is not available to the branch.

But with the "branch option" there is no holding company with its advantages, which consist, in particular, in the separation of property and liability of the main and subsidiary business companies. The organization bears full property liability for civil-legal obligations of the branch.

Tax aspect

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

Let's imagine a very real situation: tax office requested a certain set of documents relating to the work of the holding unit, and it must be provided within ten days. If the unit is created in the form of a branch, then, to solve the problem, well-established methods of transferring data and original documents will be required. 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 kept at its location.

Moreover, the branch structure will require additional efforts from the holding to maintain tax records. 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, the location of the units will have to pay taxes on movable and immovable property belonging to them. And in addition to everything, the branch structure involves consolidation into financial statements all business operations of divisions, which provides a considerable burden on accounting

Expert opinion

Artem Bersenev

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

In addition, it should be borne in mind that the presence of branches can lead to an increase in the timing of the field tax audit head organization. Also, its liquidation can also initiate an on-site tax audit of the parent organization. In turn, such rules of 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 the tax authorities is intracompany 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, the loss received by one of the "daughters" of the holding cannot be used to reduce the tax base of the other "daughter" or management company.

Expert opinion

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

As a rule, separate cost estimates for their maintenance are compiled for branches for a certain period of time (most often for one calendar year, broken down by quarters (by months)). At the end of the established periods of time, the branches form the appropriate reports to the parent organization. At the same time, the fact has become quite common when the costs of maintaining it exceed the income generated by it, which leads to the need to eliminate them.

For subsidiaries, the most common form of management reporting is budgeting and performance reports. 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 drawback of the branch structure in a crisis is that branches act on behalf of the society that created them. In other words, the holding is fully responsible for their actions: it 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 the holding, which are independently liable 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 and severally or subsidiaryly liable. In the first case, the parent company gave instructions to the subsidiary that were binding. In the second, it went bankrupt, following the direct instructions of the holding's management company, and now the "daughter" does not have enough of its own assets to pay off all obligations. Their shortage will most likely have to be compensated by the holding's management company at the expense of its own property or cash.

Expert opinion

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

The current legislation enshrines the cases of assigning responsibility for the transactions of a subsidiary to the parent organization:

the head organization, which has the right to give instructions to the subsidiary, including under an agreement with it, instructions that are obligatory for 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 are involved in such cases as co-defendants in the manner prescribed by the procedural legislation;
the parent organization bears subsidiary liability for the debts of the subsidiary in the event of insolvency (bankruptcy) of the latter, which arose through the fault of the parent organization.

It should also 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 provided by 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 you familiar with such problems? If so, it's time to revise the methodology and procedure for evaluating the performance of subsidiaries. How to proceed, look at the video.

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...

A parent company is a founder who owns a controlling stake in a subsidiary (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 financial activities business.

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 specified 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. Issues of personnel and marketing strategy in this enterprise takes over the leader. The set of rules that establishes the order of work constitutes the mother center. But, according to the statute, decisions taken daughter is responsible. Well, capital management is the responsibility of the main organization.

Pros and cons of a subsidiary

To strengths"daughters" 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:

1. "Subsidiaries" are often created for use by large corporations when various problems in the course of their activities. This is an opportunity to start a business with clean slate”, not taking into account past debts. An additionally created organization can become useful in improving the administration system and getting rid of routine work.
2. A subsidiary company 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.
3. 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 features and results.
4. The creation of a subsidiary increases the stability of the parent company. This, in turn, gives an excellent chance to increase financial flows and investment, rational use of assets and resources.
5. 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:

1. Documents of the ruling and the Charter of the subsidiary organizations.
2. 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:

1. When the relationship between the parent and subsidiary companies was proved.
2. 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.
3. 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:

1. 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.
2. "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.
3. A subsidiary company can be in any organizational and legal form.

Thus, subsidiaries are more independent structural units, since they have more rights and powers, and also own property on the basis of ownership. 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 quite an interesting phenomenon that deserves close attention.

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What is a subsidiary - according to the regulations legal law this term should be understood as a legal entity that is created by a certain parent company, with a number of functions and powers vested in it and the right to use property belonging to the parent organization. At the same time, the charter, according to which the subsidiary will operate, is drawn up directly in the parent organization, which also determines the composition of the leadership of the newly formed department.

Subsidiary - how it differs from a branch or from another organizational and legal form of an enterprise. Legal advice will help you understand the nuances of management and establishment, explain the difference between a branch and a subsidiary, what are the principles of taxation in a particular case, and provide answers to other questions that arise in this area corporate law. In our company, legal services in tax law are carried out online at any convenient time.

Basic concepts

A subsidiary is a legal entity organized for the purpose of expanding the economic activity of the parent company, achieved by increasing production capacity and expansion of the product market.

According to Article 105 of the Civil Code of the Russian Federation, a subsidiary is a legal entity, which is a kind of economic company, which is created by another company that owns the main part of the capital of this company. As a consequence, the parent company has full authority and control over the decisions that subsidiaries and affiliates will make.

Quite often, the concepts of a subsidiary and a branch are confused with each other, the difference between which is obvious, but for an ignorant person it is quite difficult to separate them. Legal advice will allow you to find out the main differences and features of both forms.

To understand the difference between a branch and a subsidiary, it is important to know the full powers of both in matters of management and responsibility.

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What is the difference between a branch and a subsidiary

What is a Subsidiary - a legal entity that is a fairly independent entity economic activity. The head of the subsidiary can independently make decisions regarding the management department, personnel issues and marketing activities. In addition, the subsidiary has its own charter, although it is developed in the parent organization. The management structure of the subsidiary is fully responsible for its actions.

As for the branch, this form of organization implies the complete dependence of the latter on the main company. It is in the parent organization that the department is managed. Issues of a personnel nature, production component, marketing policy, etc. are also resolved there. In addition, the branch does not have its own charter, but is subordinate to the main one.

In the definitions of a subsidiary and a branch, the difference is significant. However common moment is the participation of the parent company in the share capital of the branch and in the management of it.

Many are concerned about the question of whether it is possible to organize a subsidiary or branch of an organization in another state. This question can be answered by a lawyer in international law of our company absolutely free of charge.

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Subsidiary: pros and cons

What is a subsidiary - the pros and cons of which will be explained in detail by a lawyer's consultation - is the most common type of business expansion. This option is convenient for the parent company, as it allows you to expand its sphere of influence in the market, and is much easier than creating a new enterprise.

Benefits include the following factors:

• bankruptcy proceedings cannot be initiated in relation to a subsidiary, since the responsibility for debt obligations to creditors lies with the parent company;
• marketing strategy, which is maintained by subsidiaries and affiliates, is developed in the parent organization, which acts as a guarantor of product quality, provides an opportunity to use the company's reputation, etc.;
• the subsidiary does not have to worry about calculating and budgeting, this responsibility lies with the accounting department of the parent company;
• the subsidiary pays its expenses at the expense of the parent organization.

However, such organizational and legal relations have their drawbacks. Among the main disadvantages characterizing a subsidiary, the following factors can be distinguished:

• dependence of the branch on the parent company in matters of the technological nature of production and the range of manufactured products, which deprives it of the possibility of independent growth, the introduction of rational proposals or the expansion of the scope of activities;
• the presence of restrictions on the use of fixed capital, since its distribution takes place according to a clearly defined plan established by the management of the main enterprise;
• in the event of the bankruptcy of the main company, the subsidiary will cease its activities, which is also possible with the ruin of other dependent branches, since all profits will be redistributed to cover the expenses of other subsidiaries.

Required documents

A subsidiary is a legal entity, therefore its creation is accompanied by the submission of a set of documents to the registration authority. Acts as a registrar tax office at the location of the branch.

Legal advice will not be an extra step in the preparation of documents. A specialist will help you avoid major mistakes and speed up the process.

In order to open a subsidiary, you will need the following documents:

• registration and statutory documents of the parent company;
• statutory documents of the created subsidiary;
• the decision of the management of the main organization on the establishment of a dependent branch, drawn up in accordance with the requirements of the law;
• an application written in accordance with the established form (Р11001);
• a certificate from the bodies exercising state tax control that the parent company has no debts.

What is a subsidiary - issues related to paperwork or the registration process can be excluded by prior consultation with a lawyer. On our portal, this can be done for free, and at any convenient time.

Attention! In connection with latest changes in legislation, the legal information in this article could be out of date! Our lawyer can advise you free of charge

Such an option for expanding a business as a subsidiary is the creation of a new legal entity with the transfer of part of the property of the main company to it. Its peculiarity is that the founder is not a person or a group of persons, but another legal entity on which it will depend in the future. We tell you what are the main characteristics of subsidiaries, their pros and cons, how they differ from branches and representative offices, and also give examples of successful well-known organizations of this type.

A subsidiary company is an organization that was created by another legal entity (main or parent company) and received part of its property. Subsidiaries are one of the options for expanding or developing a business, a way to get around competitors, to take a dominant position in the industry. Article 67.3 is devoted to this form of management. Civil Code RF.

The parent organization may decide to transfer some of the functions and responsibilities to a separate legal entity in order to more effectively cope with them. For this new company will receive real estate, equipment, machinery, means of production or raw materials from the parent company, in the amount that, in the opinion of the leaders, is necessary to start work.

By creating subsidiaries, large organizations solve several problems:

• expansion of the product range, diversification of production;
• increasing competitiveness;
• development marketing activities, the formation of production and marketing outlets;
• entering new markets;
• risk management - economic or property;
• management rationalization;
• maintenance of own needs - transport, insurance, construction, financial and other services;
• development of the franchise network;
• separation of licensed types of activities;
• optimization of tax payment, insurance payments, customs fees;
• ensuring confidentiality control;
• improving the business image, reputation, increasing the status and trust for business partners (a network of companies is perceived as a more reliable counterparty than a single legal entity).

A subsidiary company is created by the main organization to solve specific problems

A subsidiary company will have its own charter, its own director, its own staff and even the rights of the owner - all this will be provided, selected and executed by the parent company. The main organization will supervise it at all stages of work, and the junior company will regularly report on progress. Nevertheless, the “daughter” is, to a certain extent, an independent legal entity, it can make decisions within the allotted limits of responsibility.

Ways to create "daughters" are different. The main organization can create a new legal entity and attract new specialists, can separate one of its structural divisions into a new company or “absorb” another company. The number of junior dependent LLCs and OJSCs is not limited: if resources allow, the main organization can create dozens of controlled legal entities.

Difference from branch and representative office

The creation of subsidiaries is not the only way to expand the business. The main organization may take a different path and register a branch or representative office. These concepts are often confused with each other, although this is a very gross mistake. These forms of management differ in functions, tasks, powers and scale of activity.

The main difference between subsidiaries and branches and representative offices is that they are, albeit controlled, but a separate legal entity. A branch and a representative office are structural units that do not have the right to act on their own behalf. Also, the branches do not have their own constituent documentation, while the "daughter" necessarily has its own charter (albeit developed by the main company). A subsidiary can be free in matters of production, sales, marketing, personnel (with the exception of the appointment of top managers).

Branches, as a rule, are located at a significant geographical distance from the parent company. For example, in another city, region, country. A subsidiary company can be opened even in the same building where the main one is located - their tasks and areas of work do not duplicate each other.

Information about branches is recorded in the constituent documents of the parent organization. They have fixed property, but no property rights. Branch property can be used to secure the founder's debts. That is, if the main firm is forced to sell property to pay off debts, it can sell the "property" of the branch.

Options for creating a network of subsidiaries

To more clearly demonstrate how branches and subsidiaries are similar and how they differ, we present their characteristics in the form comparison table:

Pros and cons of opening a subsidiary

A subsidiary is one of the business development options, a way to gain a foothold in the market and optimize management. It has so many features that it suits both small businesses and large enterprises. Among the indisputable advantages and pluses, it is worth highlighting:

• improving the efficiency of company management;
• the opportunity to develop new areas of work;
• the opportunity to enter new markets;
• optimization of taxes, insurance premiums, customs fees;
• the ability to increase the confidentiality of management.

Owners of subsidiaries will enjoy that all the constituent documentation will be developed and approved by the parent company. She will also transfer to the “daughter” all the necessary means of production, which saves the company from independently acquiring them. It is impossible to take this property against the debts of the main organization.

The company has the right to independently defend its interests in court and initiate proceedings, if it considers it necessary. At the same time, the company will be independent to a certain extent, although it will be accountable to the “mother”.

Now for the weaknesses. In some situations, the disadvantage will be the incomplete independence of the company: this can slow down decision-making, the conclusion of transactions and similar operations. The "daughter" will perform only those functions that the main organization will entrust to it, industrial freedom is not expected. The company's capital will also be controlled. For some specialists who head or work in a subsidiary, the lack of development prospects will be a disadvantage. Such a company will always be dependent, will not develop own network and fight for the market.

Subsidiaries always report to the parent company, but are independent to a certain extent

Examples of subsidiaries

On the Russian market quite a few subsidiaries. Many of them are well known, recognizable and not perceived by consumers as dependent on any other organization.

The Russian gas giant Gazprom publishes an annual report listing dozens of organizations. Most of them are related to the production or transportation of gas - Gazprom Dobycha Astrakhan, Gazprom Transgaz Nizhny Novgorod, Gaztranzit. But there are those that are not directly related to the gas industry - AVTOGAS, "Future Fatherland".

Another example, LLC "Cetelem Bank" is a "daughter" of Sberbank, specializing in consumer loans for cars and urgent needs PJSC Sberbank owns almost 80% authorized capital firms. Together, the organizations run a common loan program that allows them to offer more diverse and profitable terms to their clients. Sberbank also has subsidiaries in Belarus, Kazakhstan, Ukraine, Turkey, Switzerland, Hungary, Czech Republic, Serbia, Slovenia and Croatia.

Russian Railways owns an impressive number of affiliates and subsidiaries. Among them, we note several wagon repair companies (JSC VRK-1, VRK-2, VRK-3), CJSC Zheldoripoteka and Lublin Foundry and Mechanical Plant. At the heart of the activities of all these companies is some useful subsidiary (in this case Russian Railways) function.

Conclusion

We examined the concept of "subsidiary organization" and its key features. Such an enterprise is always a separate legal entity, albeit dependent on the parent organization. This is the key difference between subsidiaries and affiliates. The "daughter" performs only the duties assigned by the "parent company", but in exchange for this, it receives the means of production and property rights to them. Registration of such a company is one of the options for business development and optimization of asset management.

In the case when the company's activity is progressive and acquires an increasing development dynamics, there may be a need to expand the business and then subsidiaries are created.

The very concept of a subsidiary indicates that this company was created not as an independent unit, but as an enterprise subordinate and accountable to the main one. Subsidiaries arise on the basis of property owned by the parent company. Also, the management team and the basis of the team are people who came from the parent company.

She is also the holder of a significant stake. However, a subsidiary is an independent legal entity that plans its activities, conducts its personnel policy and responsible for debts.

A network of subsidiaries created by the parent company and subordinate to it is called a holding.

The formation of subsidiaries contributes to the solution of the following problems:

1. Expansion of the range of manufactured goods or services and a corresponding increase in sales markets, called diversification. The creation of specialized subsidiaries and the transfer of the most profitable business lines to them leads to an increase in the competitiveness of the entire company.
2. Extension foreign economic relations and the possibility of using more favorable tax and customs conditions in the activities of subsidiaries established abroad.
3. Claims management. The transfer of risky operations to a limited liability subsidiary increases the financial stability of the parent company and the holding as a whole
4. Creation of specially licensed types of activities in the parent company (banking, insurance, etc.)
5. Rationalization of management. Less significant management functions are transferred to the subsidiary company, thereby optimizing the activities of the parent company, increasing its productivity and efficiency.
6. Optimization of tax and financial planning, reducing financial losses through the use of transfer transactions. There is a redistribution of income and losses between companies, attracting additional investment.

Features of creating a subsidiary and managing it

The company is considered established from the moment of its registration in the Unified State Register Legal entities (USRLE). The persons who signed the agreement on the establishment of the company are legally responsible for the activities of the company and its debts.

In the process of creating a new legally independent unit, which is a subsidiary, the parent company seeks to maintain a 100% participation in it, since only with the maximum ownership of shares is it possible to unconditionally manage a subsidiary. The presence of a 50% stake requires the approval and support of other shareholders in decision-making. Time is spent on holding meetings, on the appropriate formulation of decisions. The possibility of making a decision unfavorable for the parent company cannot be ruled out.

In the presence of a 100% stake, an order from the general director of the holding is sufficient to make decisions on the management of a subsidiary. A few years ago, the question of creating subsidiaries was exclusively the prerogative of the board of directors, and so it was long time until the law was amended to grant the right to create subsidiaries to CEO holding.

True, these amendments open a window for fraud, allowing you to divert assets from the primary company to the side. Therefore, when creating a holding, it is advisable to retain the right to create subsidiaries for the board of directors by including this clause in the charter of the holding.

Ways to create a subsidiary

Consider several ways to create subsidiaries:

1. Creation of a new legal unit, including through spin-off.
2. Acquisition of shares (stakes) in already operating companies. Such a merger, as a rule, is beneficial to both parties, since the parent company, pursuing its goals, gives impetus to the development of the acquired company, strengthens it by investing its own funds.

In the economic and financial activities of the parent and subsidiaries, there are situations associated with the need to transfer assets from one (parent company) to another.

Such a transfer of assets from one balance sheet to another can be carried out in the following ways:

1. Free transfer.
2. Purchase and sale.
3. Rent (leasing).
4. Increasing the authorized capital in a subsidiary by transferring property.

As a rule, subsidiaries are created according to the following scheme. A new (subsidiary) company is registered as a limited liability company with an authorized capital within 100 minimum wages.

The parent company pays the required amount of the authorized capital, and leases the property and real estate. Companies resort to such a measure when, for some reason, they do not consider it appropriate to transfer highly liquid assets to their daughter.

Differences between a subsidiary and a branch

The parent company, along with subsidiaries, has the opportunity to open its branches. Subsidiaries also have the right to establish branches for the purpose of expanding and promoting their business.

A few words about what a branch is. The word branch is of Latin origin and means filial. This is a separate branch of a legal entity (enterprise, bank, company, etc.), created by this legal entity and completely subordinate to it. The branch is also located outside the territory of the legal entity.

However, the branch carries out its activities on behalf of the founder, and on behalf of the founder. The branch is obliged to coordinate all its decisions and all its activities with the management of the head enterprise. The management of the branch is appointed by the legal entity that created this branch. Thus, a branch depends on its founder both economically and legally.

Branch:

1. Not a legal entity.
2. The parent company is fully responsible for the activities of the branch.
3. The branch is managed by a senior manager (manager) appointed by the management of the head enterprise.

Subsidiary company:

1. Is a legal entity
2. The parent company is not responsible for the activities of the subsidiary.
3. The subsidiary itself decides at the meeting of shareholders who will manage it.

Legally independent business units, such as subsidiaries, respond more flexibly to market changes than branches.

Tax aspect

From the point of view of the tax aspect, the parent and subsidiaries are interdependent for tax purposes, that is, they are able to influence economic activity each other. And the interdependence of the parent and subsidiaries gives the fiscal authorities a reason to review and control the correctness of pricing for transactions, to charge and revise taxes and markups in accordance with the market price rate that exists at the time of the transaction.

It should be added that since the beginning of 2008 there has been a significant income tax relief on income from a subsidiary. If the parent company has a subsidiary for more than a year, and has 50 or more percent of the shares of a daughter, then it is exempt from paying taxes on dividends received from the subsidiary. This benefit is valid provided that the subsidiary is not registered in an offshore zone, and the share of the parent company in authorized capital daughter is at least 500 million rubles.

Management Accounting

For successful management business, whether it is a workshop enterprise, a separate plant or an entire corporation, management accounting is required, which is maintained in order to identify and calculate:

1. Cost of production and advertising of products.
2. Demand for a particular product in the market.
3. Sales income, etc.

If a school worker and a calculator are enough to keep such records, then the largest corporations have created data centers with powerful servers that store and process the necessary information.

Often, company leaders have little idea of ​​which direction in their business brings maximum profit, what are the costs of creating a manufactured product and what they consist of. Management accounting provides information that answers these and other questions and is necessary to develop a strategy that contributes to the effective management of a company.
Ideally, there should be two methods management accounting: external and internal.

Information on external accounting is open and provided to the tax authorities, and financial structures, investors and shareholders, suppliers and consumers. This includes information on the current expenses and income of the enterprise, accounts payable and receivable, the size of investments and income from them, etc.

International business practice has developed accounting standards for maintaining and providing information on external accounting. If we talk about internal accounting, then the management itself decides whether the company needs such accounting or not. Internal accounting, for example, includes production costs, which, in the process of analysis and compilation, are grouped according to type, place of their distribution and carriers of these costs.

Quality management accounting is an important component in running a business, and for its execution you need the right equipment and people. The cost of creating management accounting will pay off many times over, because whoever owns the information owns the world. And a businessman, especially a leader, needs to keep abreast, be aware of everything that happens in the company.

Subsidiary reporting

There is an important requirement for the creation of annual reporting in the holding: the level of income in subsidiaries, their financial and property status must be presented in the report in conjunction with the parent company. That is, the holding is obliged to submit a general financial statement reflecting the situation in subsidiaries. These statements include consolidated items of assets, promissory notes, profits and expenses, and cash flows.

When compiling such reporting, problems arise when the daughters are abroad. It is not always possible to make a report for a specific day. In foreign companies, reporting is carried out in the currency of the country where the subsidiary is located. Sometimes the reports of daughters may differ in the structure and content of the paragraphs. How to be? International practice answers this question as well. Reporting is carried out in several stages through the preparation of additional balance sheets, from which it then becomes possible to create a report in accordance with the requirements of the parent company.

First stage- rearrangement of balance sheets. The need for it may arise, since the requirements of the parent company may differ from the conditions for reporting in the country where the subsidiary is located.

Then the consistency of the balance sheet items approved in the parent company is compared. If necessary, corrections are made in the assessment that constitutes the balance of items. And finally, balance sheet items are recalculated in the currency of the country where the main company operates.

However, this requirement for consolidated reporting has several exceptions.

The parent company may not provide consolidated annual reporting in cases where:

1. She herself is someone's daughter, and her owners agree that she will not provide consolidated financial statements.
2. Its equity or debt securities are not traded on the securities market and the company does not plan to issue such securities.

A subsidiary is included in the consolidated financial statements from the moment of its creation or acquisition by the parent company.