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从税务角度看，Head office and branches、母公司与子公司之间存在显著差异。以下从概念、Connections and Differences、税收处理及设立要求等方面进行系统梳理。
Head office and branches
概念界定
总公司管理分公司，For the production and operation of affiliated branches、Fund Scheduling、Exercise command in personnel management and other aspects、manage、right to supervise，Have legal personality，Can independently bear civil liability。分公司是与总公司相对应的法律概念，是指在业务、funds、Personnel and other aspects are managed by the head office，Branch without legal personality。
branch in law、No financial independence，A subsidiary of the parent company。
Connections and Differences
- Branches do not have their own independent property，its actual possession、The property used is part of the parent company's property，Included in the balance sheet of the parent company。
- Branch does not have legal personality，Do not bear civil liability independently。
- The procedures for establishing a branch are different from those for establishing a company in the general sense.，To set up a branch, you only need to go through simple registration and opening procedures.。
- The branch does not have its own articles of association，There is no corporate decision-making body such as a board of directors。
- The name of the branch is the name of the head office followed by the word "branch"，Although there is a company in its name，But not a real company。
Parent company and subsidiaries
概念界定
母公司是指拥有另一个公司一定比例以上的股份或通过协议方式能够对另一个公司实行实际控制的公司，Have legal personality，Can independently bear civil liability。A subsidiary is a legal concept corresponding to a parent company，是指一定比例以上的股份被另一个公司持有或通过协议方式受到另一个公司实际控制的公司。
The subsidiary has legal personality，Can independently bear civil liability。
Connections and Differences
- Subsidiaries are under the actual control of the parent company。The parent company has actual decision-making power over major matters of the subsidiary，Ability to determine the composition of the subsidiary's board of directors，Can directly exercise power to appoint directors to the board of directors。
- The relationship between the parent company and the subsidiary arises based on the share ownership or control agreement。
Generally speaking，Shareholders with more shares have greater decision-making power over company affairs。therefore，If a company owns more than 50% of the shares of another company，can exercise actual control over the company。in practice，Most companies' shares are widely dispersed，therefore，As long as you own more than a certain proportion of shares, you can obtain a controlling position。Except for controlling shares，by entering into certain special contracts or agreements，It is also possible for one company to control another company。
- parent company、Each subsidiary is an independent legal person。Although the subsidiary is in a position of actual control by the parent company，Constrained and managed by the parent company in many aspects，Some are even actually similar to branches of the parent company，But legally，Subsidiaries are independent legal persons，Engage in business activities in one’s own name，Bear civil liability independently。Subsidiaries have their own articles of association，There are company operating decision-making bodies such as the board of directors。
Subsidiaries have their own independent property，its actual possession、The property used belongs to the subsidiary，Have its own balance sheet。Each subsidiary company and parent company shall bear their respective liabilities to the extent of their own property.，Disconnected。The parent company is the subsidiary’s largest shareholder，It shall only be liable for the debts of the subsidiary in its operating activities to the extent of its capital contribution to the subsidiary.。
设立子公司必须严格按照设立公司的要求提出申请，Obtain a business license in accordance with the law、You can start business only after completing relevant procedures.。
子公司与分公司的区别
设立方式不同
子公司由公司股东按照《公司法》的规定设立，应当符合《公司法》对公司设立条件和投资方式的要求。The head office shall apply to the local industrial and commercial authorities for establishment of a branch outside its place of residence.，Belongs to the establishment of a company branch。
法律地位不同
子公司是独立的法人，Have legal personality，Have an independent name、Articles of Association and Organizational Structure，Engage in business activities in one’s own name externally。Branch does not have legal personality，no independent name、Articles of Association and Organizational Structure，Engage in business activities in the name of branches of the head office。
受控制方式不同
母公司对子公司一般不直接控制，Instead, through the appointment and removal of subsidiary board members、Making investment decisions and other methods that affect the production and operation activities of subsidiaries。Branch personnel、business、The property is under the direct control of the parent company，Engage in business activities within the business scope of the head office。
承担债务责任方式不同
子公司作为独立的法人，Liability for the debts of the subsidiary shall be limited to the entire property of the subsidiary。Since the branch does not have its own independent property，Unified financial accounting with the head office，therefore，Its operating debts will be paid off by the head office，That is, the head office shall bear liability for the debts of the branch in its business activities to the extent of its entire property.。
领取的营业执照不同
子公司领取的是企业法人营业执照，With the name of the legal representative。The branch received a business license，There is the word "person in charge"。
产品包装标注不同
子公司在产品外包装上必须标注自己的名称和住所。Branches can mark their own names、address，You can also mark the name of the head office at the same time、address，You can also just mark the name of the head office、address。
Differences in taxation between branches and subsidiaries
Corporate income tax regulations
税款缴纳
对于子公司，根据新企业所得税法的规定，Subsidiaries should calculate tax payable separately，Pay taxes at the place of registration，And use monthly (or quarterly) prepayment、Regulations on year-end settlement and settlement。For branches，The new corporate income tax law stipulates a system for consolidated tax payment by legal persons，For resident enterprises that establish business institutions without legal person status in China，Corporate income tax should be calculated and paid on a consolidated basis。therefore，After establishing a branch，In the collection and administration of corporate income tax, the provisions on consolidated payment of corporate income tax across regions are implemented.。
所得税审批及备案事项
因子公司属于法人企业，Related corporate income tax approvals、Filing matters (asset loss report、Equipment tax deduction, etc.)，The subsidiaries collect and organize the data themselves，Just apply to the local tax authority in charge of income tax.。
Because the branch is not a legal person enterprise，Related corporate income tax approvals、Filing matters (asset loss report、Equipment tax deduction, etc.) should be collected and organized by the head office，and apply to the tax authority in charge of income tax where the headquarter is located。
其他税种影响
VAT on，According to the provisions of the "Interim Regulations on Value-Added Tax" regarding tax payment locations：Fixed business owners shall declare and pay taxes to the competent tax authorities where their institutions are located.；The head office and branches are not in the same county (city)，Tax returns must be filed separately with the competent tax authorities where their institutions are located.。therefore，Whether establishing a branch company or a subsidiary，VAT must be paid at the location of the institution。
Other taxes，Such as property tax、land use tax，According to current policy provisions，real estate、Land is subject to tax at the location of the asset；Personal income tax should also be paid where the enterprise produces and operates.。therefore，Whether established as a subsidiary or branch，There will be basically no impact on local taxes in the project location.。
Policy basis
"State Administration of Taxation's Notice on Issuing<跨地区经营汇总纳税企业所得税征收管理暂行办法>Notice" (State Taxation Bureau[2008]28No.) Article 18：The company should calculate the actual profit for the current period，The amount of corporate income tax prepayments of the head office and branches shall be calculated in accordance with the prepayment and apportionment methods stipulated in these Measures.，Prepayments are made locally by the head office and branches respectively on a monthly or quarterly basis.。
Paragraph 1 of Article 22 of the "Interim Regulations on Value Added Tax" stipulates：Fixed business owners shall declare and pay taxes to the competent tax authorities where their institutions are located.。The head office and branches are not in the same county (city)，Tax returns must be filed separately with the competent tax authorities in their respective locations.；Through the State Council Finance、The tax authority or its authorized financial、Tax authority approval，The head office can summarize and submit tax returns to the competent tax authority where the head office is located.。
