Legal liabilities to be borne by the person in charge of the branch

One 、 The legal responsibilities of the person in charge of the branch company

The person in charge of the branch company generally does not bear any responsibility for external affairs in law , It is just equivalent to a department of the head office .

Branch company is a special existence in the form of enterprise subject , Although it has no independent legal personality , But they often have the qualification of independent operation , Only after obtaining a business license can we operate externally , And the head of the branch , Correspondingly, it also belongs to the content of legal registration ,

However, the current company law has no specific provisions on the legal status and specific rights and obligations of the person in charge of the branch , This leads to the specific authority and related problems of the person in charge of the branch in practice , It is difficult to have clear legal guidance .

 

《 Regulations of the people's Republic of China on the administration of company registration 》 Article 45 , A branch refers to an institution established by the company outside its domicile to engage in business activities . The registration items of the branch company include ： name 、 Place of business 、 person in charge 、 Scope of business . Relative to the head office , The branch company is equivalent to a functional department of the company in legal status , The head of the branch office is equivalent to the Department Manager .

《 Regulations of the people's Republic of China on the administration of company registration 》 Regulations , The branch does not have the status of enterprise legal person . Generally, the business scope of a branch shall not exceed that of the head office . So legally , The authority of the person in charge of the branch is also bound by the articles of association of the head office , The person in charge also needs to comply with the corporate governance structure, such as the shareholders' meeting 、 Resolutions of the board of directors .

 

Two 、 Main characteristics of the branch company

1、 The branch company is legally established by the head office , The main business activities of the branch company are completely determined by the head office , The branch company usually carries out business activities in the name of the head office and according to its entrustment .

2、 The branch company has no independent property , All the assets of the branch company belong to the head office . branch office With the head office in the economy is a unified accounting , The property actually occupied and used by it is part of the property of the head office , Included in the balance sheet of the head office .

3、 A branch is not a company , Its establishment does not need to follow the company establishment procedures , It can be established as long as the simple registration and business procedures are fulfilled .

4、 The branch company shall not bear civil liability independently , There is no management decision-making and business executive organ in the form of the board of directors , The head office shall bear unlimited liability for the debts of its branches .

5、 The branch does not have its own independent name and articles of association , Only use the same name and articles of association as the head office .

 

3、 ... and 、 The difference and connection between the branch and the head office

（1） The branch does not have its own independent property , Its actual possession 、 The property used is part of the property of the head office , Included in the balance sheet of the head office .

（2） The branch does not have the legal person status , Not bearing civil liability independently .

（3） The establishment procedure of a branch company is different from that of a general company , To set up a branch, you only need to go through simple registration and opening procedures .

（4） The branch does not have its own articles of association , There is no management decision-making body such as the board of directors .

（5） The name of the branch company is the name of the head office followed by the word "branch company" , Although there is the word "company" in its name , But it is not a real company .