Branch and representative office of the legal entity. Dependent and subsidiary companies

Any organization that is focused on the constant growth of profits will move towards expanding and scaling key activities. And one of the ways to achieve this goal is to open a branch and a representative office of a legal entity. Creating branches, various companies (including banks) increase the number of potential customers and promote themselves in new territories.

What the legislation says

If you study the legislation of the Russian Federation concerning this issue, you will find out that the representative office is a separate subdivision of the legal entity. At the same time, it should be outside the location of the key office of the company and act to implement or protect its interests. It is also important to note that neither representative offices nor branches are legal entities.

As for the branch, its role is also performed by a separate subdivision whose purpose is to perform the functions of the company partially or fully in the territory of another locality. If necessary, the branch can serve as a representation, which indicates its broader legal status.

The list of functions that become available after the opening of the branch is quite attractive:

• Marketing analysis and advertising;
• Administrative and judicial protection of interests of a legal entity;
• Establishing contacts with potential counterparts;
• Formation of the client base as such, etc.

Obviously, such a way of expansion of the enterprise has its advantages.

Foreign companies

Attention should also be paid to such issues as representations and branches of foreign legal entities. In fact, the purpose of such units is the implementation of the activities of the parent company, but already on the territory of Russia. Elimination of such elements of the legal entity can be made by the decision of the foreign founder, who initially initiated the discovery process.

For its part, the state also exercises control over such activities. As an instrument of regulation of this is the accreditation of branches and representative offices of foreign legal entities. The federal executive body is engaged in the implementation of this process. At the same time, the implementation of entrepreneurial activity is considered legal from the moment of obtaining accreditation.

Accordingly, when its action is neutralized, it will no longer be possible to carry out any activity. If the potential activity of a branch of a foreign company contradicts the state policy of protecting the interests of the country and ensuring its security, accreditation will not be able to pass.

Branch and representative office of the legal entity: creation

In order for such isolated units to appear, the fact of an official initiative of the company's authorized bodies is necessary. At the same time, the law (Article 55 of the GKRF) obliges the legal entity to specify in the constituent documents all information concerning the opening of such offices. This requirement is especially important if changes are made in the organization's charter, due to the formation of representative offices and branches. All necessary information is transmitted in a notification procedure to the state registration body.

By the way, the above-mentioned changes in the documentation of the enterprise should always be made when forming a network of units. Ignoring this requirement will be regarded as inconsistency with the requirements of the law.

Concerning the legal basis for the activities of such structures, it should be noted that they can function in the presence of the following documentary basis:

• Regulations on a specific division. It is approved at the organization level.
• Power of attorney. This document is received by the head, who is responsible for a particular branch and representative office of the legal entity.
• Constituent documentation.

As for the property of a separate subdivision, it is formed on the basis of the material resources that the company entrusted to it. Another source of finance can be entrepreneurial activity (actual for branches). Directly the process of disposition of property received from the organization or acquired as a result of production and economic operations is regulated by the power of attorney and the Regulation given by the parent company.

Features of the activity

Initially, the authorities must be clearly defined, which will guide the bodies of the legal entity - branches and representative offices. The essence and boundaries of such powers depend entirely on the parent company, which takes a key decision within the framework of this issue.

This fact, in turn, means that the company acting as a founder is fully responsible for the branch's activity and subsequent results. If you have to deal with the claim in relation to the unit, then it must be presented at the location of the latter. But legally the claim will be addressed to the organization as such. Accordingly, and the possible recovery will affect the parent company.

Also it is worthwhile to understand the following fact: creditors can use the property, which is managed by a branch and representative office of a legal entity, to pay off the debt of the latter. At the same time, it will not matter at all whether the detached units have relations to the reasons for non-payment in accordance with accepted obligations.

How to solve the issue of leadership

Of course, the subdivision that was openly must be managed by someone, and it should be done legally. Therefore, the executive body of the company must issue a decree according to which a specific individual will be appointed to the position of the head.

The director of the branch will continue to act on the basis of the employment contract concluded with him, and also using the issued power of attorney. Moreover, the power of attorney is issued to the head, and not to the department as a whole. In order for this document to be recognized as valid, the issuance date must be present in it.

Since the management of branches is always obliged to act on behalf of the parent company, they can not make any transactions on their own. This means that in the event of any adjustments or claims, the party responsible for the contract will be the legal entity, not its subdivision.

Rights of the manager

To carry out a full-fledged activity, the branch director Is given certain rights. Their list in each case may differ, but they look something like this:

• The conclusion of transactions, contracts (labor including) and various legal acts that are necessary for the performance of urgent tasks;

• Resolving any issues related to the operational and current activities of the unit, without exceeding the authority and violation of the algorithms of actions determined by the decisions of the company's management bodies;
• Opening of foreign exchange and ruble bank accounts, as well as performing other operations within the cash management of the branch.

At the same time, if any entrepreneur decides to conclude a deal with a separate subdivision, he should make sure that the director has the appropriate authority for this.

Work of affiliates and subsidiaries

Legislation enables companies to create subsidiaries. In fact, it is a question of registration by the founder of one more legal entity by transferring the last part of his property to the disposal of the latter. An open society has all the rights to use these material resources in the process of carrying out specific activities.

Dependent and subsidiary companies are defined as such if the bulk of their authorized capital is the property and finances of the parent company. Identify as a subsidiary of a specific structure can also through a contract, as well as any other official document.

It is important to understand that the daughter branch is not responsible for the debts of the main economic company. But with regard to transactions made in a particular region by a legal entity (branch), the basic partnership will respond to these obligations in a solidary manner with the structure it has opened.

When considering dependent and subsidiary companies, it should be noted that the fact of dependence is recognized in the event that the participating or dominant legal entity has 20% of the voting shares of JSCs. This principle also applies to the possession of a fifth of the authorized capital in the case of OOO.

Bank branches

Banks as legal entities can also use the expansion scheme described above. Such structures are able to form a whole network of offices in the same locality where the head office is located.

Bank branch, In turn, is a unit that opens on the territory where a particular legal entity is not yet operating. The branch can perform all key banking operations, thereby effectively expanding coverage within the region.

To a bank branch Was effective and precisely followed the developed development strategy, as its director is appointed director.

Results

Expansion of the company through the organization of separate units is a fairly successful and profitable practice. Therefore, many legal entities actively use this scheme. The main thing in this business is the competent registration of documentation and the equally qualitative work in all regions, which will contribute to increasing loyalty to the organization.