Why is a subsidiary established? How to create a child ooo

A subsidiary company is a legally free organization that has the right to control production, supply, development of new technologies, sale of shares, and so on, however, a subsidiary company must give all its income to the parent company, and this company, in turn, allocates funds for the wages of workers , on equipment, production and various expenses. In fact, the state of the subsidiary depends on the financial position of the head office of the parent company.

From a legal point of view, a subsidiary is practically a free entity funded by another company, however, today we see that the parent company has a huge influence on its subsidiary. That is, he changes leaders, putting his people, indicates the path of the downed goods and controls production.

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Changes in control took place in 1994, until that time the subsidiary, from the legal side, was completely controlled by the parent company only by finances, however, it was in 1994 that a law was passed that states that a subsidiary, which is also a business company, is a created or a company acquired by another company.

Such a society has the right to dictate the conditions of production, however, at the same time it has a huge dependence on the mother community. As a rule, disagreements never arise between the child and parent communities, because they are directly dependent on each other.

In the event of the bankruptcy of a subsidiary, the parent company must take all the blame for this incident. In the event that the power sees that financial condition head office can fully financially support its subsidiary, then it has the right to force it to do so.

Opening a subsidiary, step by step instructions

To date, opening a child community is not difficult, for this you will need:

  1. All documents of the ruling company.
  2. Charter of the subsidiary.
  3. A legally formalized decision to establish a subsidiary.
  4. You will need an application form p11001.
  5. It is also very important to have a document that indicates that your company does not have any debt.

There are two ways to create a child community:

Method number 1 instruction

  1. To get started, draw up a special charter for the subsidiary and indicate in it all the conditions you need. If the company has several shareholders of the main capital, then you should create an agreement that describes the distribution of shares between them.
  2. It is necessary to draw up a protocol among the founders. This protocol must legally confirm the fact of the creation of a subsidiary.
  3. When creating any enterprise, including a subsidiary, you need to specify its location and contact details. Such a document has the right to create only the director of the main community, which will continue to control the child.
  4. It is worth noting that before registering a subsidiary, you need to get a certificate that indicates that the main office does not have any kind of debt. A subsidiary is registered only when all debts of the parent community are repaid. If the subsidiary incurs losses due to underfunding by the heads of the head office, then through the court, the parent company will be forced to incur losses in favor of its subsidiary.
  5. Form p11001 must be completed in full.
  6. After all the above documents are completed, the chief accountant is appointed and all Required documents, you need to submit all the papers for consideration to the tax authority in which your company is actually registered. After all contracts are ready, the subsidiary company can start its existence.

Method number 2 instruction

There are times when a subsidiary is not created, but assigned by mutual agreement. In the common people, this can be called "Absorption". Everything happens very simply: one company ruins another, after which, for a small amount, it appropriates it for itself. Today, there are a lot of companies that absorb enterprises.

Take, for example, the automotive concern Volkswagen Group, which over the years of its existence has absorbed almost the entire automotive business in Germany and Europe.

The great concern has a well-established scheme, for example, let's take the takeover of the automaker Audi: When Audi experienced financial difficulties at the end of the 20th century, it was kept afloat by the production of only one car, but Volkswagen creates a car of the same class, which is cheaper, more beautiful, more reliable and better in technical characteristics.

Naturally, motorists will buy a Volkswagen product, not an Audi.

Such a scheme is something unprofitable for the absorbing company, however, this contribution completely illuminates Audi, as a result of which it asks for financial assistance from Volkswagen, after which it becomes a subsidiary, to which its directors are placed.

There are many such examples, for example, take the same car industry: today there are three concerns: Volkswagen, Toyota, General Motors. They control 85 percent of the entire automotive world. Few would think, however, almost all famous brands belong to these companies.

Well, whether you are absorbing a company or simply agreed on everything by mutual agreement, you must do the following:

  1. First you need to choose the direction of the subsidiary, that is, give detailed instructions by production. It should be noted that the production of a subsidiary may differ from that of the parent community.
  2. The subsidiary is an independent entity, however, the rules are still dictated by the parent community, so a detailed charter should be developed regarding the subsidiary community.
  3. According to the law, the acquired company must have its seal, its bank account, its address and its registered office. individual so take care of all that.
  4. Decide on the choice of director and accountant in the controlled community. Agree with them all agreements regarding profits.
  5. You need to contact the govt. chamber and submit an application with the following documents: Bank statement on your account, performance characteristics officials affiliated community, the charter signed by you, letter of guarantee, in which the address of the subsidiary community is indicated, information about the founder, a certified copy of the act of acceptance and transfer of the fund, certified copies of payment transactions must be provided in writing.
  6. The last step is simply to obtain a certificate of registered subsidiary, after the company is registered, it can begin its official duties.

Pros and cons of a subsidiary:

pros

  1. The subsidiary does not have to worry about bankruptcy, as the parent company is obligated to pay off any debts of its company.
  2. You should not calculate the budget and expenses of the company, because all this responsibility is assumed by the parent community.
  3. There is no need to be afraid of competitors, because the parent company is personally worried about them.

Minuses

  1. Of course, the main disadvantage is the lack of freedom. A subsidiary must produce what will be imposed on it! No control over supplies, production and finances. With such conditions it is very difficult to develop technically.
  2. The entire capital is under the control of the parent community, so it is difficult for you to invest in the development of a subsidiary. The parent community allocates some capital, which is fully distributed.
  3. If there are still enterprises under the authority of your parent community, then in the event of their bankruptcy, it must compensate for all losses, so the money will be allocated from the earnings of another subsidiary, which will actually provide several enterprises with its production. But if the bankruptcy is too severe, and it is the office of the parent community that goes bankrupt, then, most likely, the subsidiary will be closed, since there will be no money to finance it. The main salvation will be either sponsors or some other parent company.

tax accounting

A subsidiary company is obliged to pay taxes to the state, however, in the same way as the parent organization sponsors this community. There are cases when a subsidiary company is indebted to the office of the parent company.

In such cases, there are several developments of events, among which:

  • the closure of a subsidiary (in the event that the debt is too large);
  • reducing the capital of a subsidiary, while the pace of production should not fall;
  • debt forgiveness;

The most common option is the third, because the subsidiary does not have its own capital, so all the debt was formed due to underfunding from the parent community.

Forgiveness of the debt of a subsidiary is a legal process that is quite legal and transparent.

What is the difference between a subsidiary and a branch?

The subsidiary is legal entity, all his actions, such as contracts and various important decisions, must be coordinated with the parent company in the form of a deal. A subsidiary may be located exclusively in the region in which its "Mother" is located.

The branch is not a legal entity, it deals only with those cases that the main company does. Due to the fact that the branch is not a legal entity, all transactions are executed on behalf of the main enterprise. It should also be understood that a branch can be located not only in a different region from the main company, but also located on the territory of other states.

A subsidiary is an independent entity, the controlling stake or authorized capital of which is owned by the parent company. The subject has the right to control the supply, sale of products, transportation, but all its income belongs to the parent organization. The latter provides funds for needs: ensuring the continuity of production, paying salaries, and so on.

Subsidiary Features

"Daughter" is directly dependent on the state of the main subject. The latter actually ensures the activities of the organization and controls it. Consider the advantages of a subsidiary:

  • All debts of the subsidiary are repaid by the parent organization.
  • All financial responsibility rests with the parent company.
  • The parent company must also provide a competitive advantage.

However, the child entity also has disadvantages:

  • Lack of freedom to choose the production direction and other basic aspects of activity.
  • Limited opportunities in technical development.
  • It is difficult to accumulate funds for development, since all the capital belongs to the parent company.

Subsidiaries are usually created by large enterprises. They are needed for the distribution of activities.

Ways to create a subsidiary

To organize a subsidiary, a number of documents will be required: documentation of the main entity, the charter of the subsidiary, a decision to establish a company in writing. The parent entity must confirm the absence of debts at the present time. There are two ways to create a company.

First way

Consider the detailed algorithm for creating a subsidiary organization:

  1. Drafting the articles of association of the subsidiary. The document must specify all the conditions for the existence of the subject.
  2. If the fixed capital has several owners, it is required to draw up an agreement with the distribution of shares.
  3. Drawing up by the founders of the protocol, which confirms the fact of the creation of the subject.
  4. The director of the parent company must create a document that indicates the contacts and address of the "daughter".
  5. Issuance of a certificate confirming the absence of debts.
  6. Filling .
  7. After completing all the listed documents and appointing the chief accountant, you need to provide papers to representatives of the tax authority in which the subject is registered.

If the main office has debts, it will not be able to adequately finance the subsidiary.

Second way

The first method involves the creation of a company, the second - the appropriation of an existing organization. That is, there is an absorption by mutual creation. Consider the algorithm of this procedure:

  1. Choice of direction of production of a subsidiary company.
  2. Development of the charter of the organization.
  3. Development of own seal, bank details, registration of the address of the absorbed entity.
  4. Appointment to the position of General Manager and Accountant. Coordination with them of all aspects of the activity.
  5. Appeal to the State Chamber with an application and the main list of documents: a certificate from a banking institution on the account, characteristics of the general director and chief accountant of the "daughter", the charter with all signatures, a letter of guarantee, information about the founder in writing, copies of documents with payments (the last two documents must be certified).
  6. Obtaining evidence that the subject has been registered.

After all these steps, the company can start its activities.

Responsibility of parent and subsidiary companies

A subsidiary is an independent entity. The organization owns both capital and property. She is not liable for the debts of the parent entity. However, the parent organization is liable for the debt of the "daughter" in some circumstances:

  • Registration of the transaction at the direction of the parent company. This instruction must be documented. In this situation, both the "daughter" and the parent organization are liable in equal shares.
  • "Daughter" because of the orders of the parent company was declared bankrupt. In this case, if the subsidiary does not have the resources to pay off the debt, the main office pays the balance.

In all other cases, the subsidiary is liable for its own debts.

Subsidiary management

The management of a subsidiary company is characterized by a number of features:

  • A large number of control subjects.
  • Irreversible impact on the "daughter".
  • Independence of the organization in carrying out economic activity.
  • Restrictions on the activities of the "daughter".

There are several models for managing a subsidiary. Let's consider them all.

Sole executive structure

Management through a sole body is the most common option. The sole body is the general director. It has the following responsibilities:

  • Work on current tasks.
  • Management of existing property (its value should not exceed 25% of the book value of assets).
  • Management of the internal structure of the organization.

The CEO has fairly broad powers. In order for the parent company to track everything management decisions, it makes sense to draw up a document regulating all the rights and obligations of a person. Appropriate regulations can be included in the charter.

All key management decisions can be made by the board of directors, which includes the owners of the parent organization. This model is relevant with a small number of "daughters". Otherwise, the following problems may occur:

  • Overload of board members.
  • Difficulty in making decisions.

The board of directors is limited in decision making. If the council makes a decision that is not within its competence, it will not be valid in accordance with Articles 67 and 69 of Federal Law No. 208. The competence of the council can be expanded at the expense of the powers of the executive bodies. However, the latter should be included in the charter.

Management Company

Management of the "daughter" can be entrusted to the Criminal Code. The advantages of this method: centralization of management, operational distribution of resources, the ability to coordinate all actions. However, if there are many subsidiaries, one management company difficult to follow them.

Governing body

The essence of the board is that the heads of the subsidiaries are members of the board of the main entity. An employment contract must be concluded with each of the board members. Features of the formation of the board are similar to the election of the general director. Members of the management team are elected by the meeting of shareholders or the board of directors.

Features of taxation

"Subsidiaries" and parent companies, from the point of view of taxation, are recognized as interdependent. This gives the fiscal authorities the right to monitor the correctness of pricing, to revise taxation in accordance with market prices. Since 2008, the "daughters" have received a big benefit in calculating income taxes. If the parent organization owns a controlling stake, the dividends received from the "daughter" are completely exempt from profits. The benefit will not apply if the subsidiary is registered in offshore zones.

A subsidiary is a separate legal entity with a full set of rights and obligations. Let's take a closer look at what a subsidiary is, how it works, and how it differs from a branch.

What is a subsidiary

A subsidiary is a full-fledged legal entity with a full set of rights and obligations inherent in the chosen organizational form. In its economic activities, it is guided by constituent documents, and bank accounts.

Download and get to work:

What will help: the instruction contains a clear procedure for checking management reporting, detailed analysis each indicator characterizing the financial condition of the company.

What will help: establish interaction between the financial services of the management company and subsidiaries. It sets out the deadlines by which departments provide data for reports and budgets.

What will help: the regulation describes the main principles and methodology for the formation and approval of the budgets of the group's subsidiaries. Special attention is paid to the procedure for making changes to the approved plans. The use of this document in practice will help to reconcile the interests of all participants in the budget process.

How is a subsidiary different from a branch?

A branch, unlike a subsidiary, is completely deprived of autonomy, since it is considered only a separate division of the company. Its activities are regulated by the regulation on the branch, which is approved by the head office.

Table. Comparison: branch and subsidiary

Branch

Subsidiary

To create a branch, it is not necessary to form the authorized capital. The degree of autonomy is established by the head unit. Simplified financial settlements between the parent company and the branch.
Legislation does not allow companies to create branches on a simplified taxation system. The head unit is responsible for the activities of the branch.
Unlike a subsidiary, a branch is functionally limited. If you plan to split your business, it makes no sense to create a branch

The subsidiary is an independent legal entity, bears all the risks associated with own activities. The legislation does not restrict the procedure for creating a "daughter".
A subsidiary company may conduct statutory activities without restrictions.
To create a subsidiary company, more documents for registration will be required and there will be pay the share capital .
The corporate center may have difficulties with the manageability of a subsidiary. If the business is licensed, the “daughter” will have to re-register a license

"Daughter" or branch: what is more convenient and cheaper for the company

Your decision whether to open a subsidiary or whether a branch is enough, or even a separate division, depends on the tax consequences and asset protection. We have identified criteria by which it is easier to determine what to choose.

How to open a subsidiary

To register a "daughter" of the main company, you will need:

  1. Form the statutory documents, the minutes of the meeting of the founders on the appointment of the director. Assure them at the notary for registration (five working days);
  2. Conclude an agreement of intent or receive an information letter from the landlord to confirm the address of the location of the unit (five working days);
  3. Register a legal entity in the funds and statistical bodies at the location of the subsidiary (five working days);
  4. Make a seal of the newly created company (one working day);
  5. Open a bank account in the usual way (three business days).

How to finance a subsidiary

The company can finance its subsidiary both at the expense of its own funds and at the expense of bank loans.

This can be done on your own in the following ways:

  • make a contribution to the authorized capital in cash or property;
  • transfer the necessary funds as an advance payment for future work (services);
  • provide goods for sale with a significant deferred payment;
  • give a loan.

When attracting loans, it should be taken into account that a subsidiary company at the beginning of its activity is most often unprofitable. The bank can either refuse the funds or offer them as collateral for another, more profitable enterprise of the company. It is possible to increase the authorized capital of the "daughter" to positive, but this is a costly and lengthy procedure, which also requires careful legal registration. In addition, the owners of many companies deliberately keep the share capital low, thereby reducing the risk of losses.

All settlement transactions between subsidiaries of the group are formalized only by business contracts, since in such cases they may be the basis for transferring funds or transferring assets.


Question: how to keep track of the money of subsidiaries?

Elena Ageeva, financial director of LLC "Golder Electronics"

It's time to solve the problems of the "daughter" if she:

  • submits budgets, financial plans and management reporting with delays;
  • regularly deviates from the approved cash flow budget;
  • increases the loan portfolio without objective reasons;
  • tightens;
  • disrupts the terms of payment to counterparties;
  • makes mistakes in data on debts, expenses, receipts.

For more information on what to do in such a situation, read the material. from .

How to manage and control a subsidiary

The management of the subsidiary is assumed by the CEO, who may be one of its co-owners. In addition, in a subsidiary company, you can create your own executive body, such as a board or board of directors. Since all operational activities are managed by their own management, and strategic decisions are made by the owners, this gives more autonomy to the subsidiary. Current control in it is based on regular monitoring of the implementation of approved performance targets and analysis of identified deviations. This is the best option, allowing, on the one hand, not to inflate the staff of managerial personnel, and, on the other hand, to quickly respond to the changing situation in the subsidiary.

Question: which is easier to manage - a branch or a subsidiary?

Natalia Alekseeva, financial director of GC "TRIERE", Ph.D. n.

We will use the following parameters for evaluation:

Efficiency of decision-making;

The risk of exceeding authority by the management of the unit;

Efficiency of movement of fixed assets and goods;

The degree of mobility of employees;

Number of functions performed on site;

The degree of workload of the staff of the parent company.

Each indicator is evaluated by points (from 1 to 5). The higher the score, the easier it is to manage the unit. We then compare the combined score for the two scenarios (see Table 1).

Table 1. Assessment of the degree of controllability of a branch and a subsidiary

Index

Subsidiary

Note

Explanation

Evaluation, score

Explanation

Evaluation, score

Efficiency of decision-making

Decisions are made in the branch within the established powers or according to the regulations of the head unit

All key decisions are made by the general meeting of participants

Decisions for a branch are made more quickly than for a subsidiary

The risk of exceeding authority by the management of the unit

Headed by the head (head, director) of the branch, acting on the basis of a power of attorney

Headed by a director acting on the basis of the charter

For a branch, the risk of abuse of authority by officials is lower

Efficiency of moving property

The movement of property is documented by internal invoices, since in fact the movement of objects occurs between divisions of one legal entity without transfer of ownership

Only through contributions to the authorized capital or purchase and sale agreements. It is possible to transfer assets free of charge, but there is a risk of a tax audit

All transactions with subsidiaries are possible only under contracts. Significant tax disadvantage for a subsidiary – transactions are subject to tax administration (controlled transactions)

Goods movement speed

Movement of goods within a group of companies without transfer of ownership. Taxes do not arise, since there is no sale of goods

Only under a sales contract or commission with the occurrence and payment of VAT and income tax

The subsidiary has a clear price advantage, as the additional markup in the supply chain is less than that of the subsidiary

Efficiency of movement of employees

According to an additional agreement to the employment contract on changing jobs

Only through transfer or dismissal

Transactions for the branch are carried out according to a simplified procedure, do not require the conclusion of contracts, are less painful for the staff

Number of functions performed on site

Part of the auxiliary functions can be performed by the head unit

The performance of all auxiliary functions in the areas of: HR, lawyers, accounting, IT, etc. should be ensured, including through outsourcing. The parent unit may perform part of the functions of a subsidiary, but only under an agreement

The degree of workload of the staff of the parent company

Overall assessment criteria

If we evaluate seven criteria for the degree of manageability of divisions (see Table 1), we can conclude that it is easier to manage a branch (30 points) than a subsidiary (22 points).

For more information about what is more profitable for a subsidiary or a branch, see the decision from .

Accounting and management accounting in a subsidiary

The subsidiary maintains accounting and tax records, as well as being responsible to the tax authorities for the formation of reliable reports.

Video consultation: how to objectively evaluate the results of subsidiaries

How to liquidate a subsidiary

The liquidation of a subsidiary is a complex and lengthy process that involves carrying out all the procedures provided for in this case: making a decision by the owners or obtaining a court decision, creating a liquidation commission, notifying counterparties, settling debts, dismissing staff, etc. All this requires additional financial costs . The liquidation of the "daughter" is considered completed, and the legal entity - ceased to exist only after the filing of this

Subsidiary

SUBSIDIARY COMPANY

Finance. Dictionary. 2nd ed. - M.: "INFRA-M", Publishing house "Ves Mir". Brian Butler, Brian Johnson, Graham Sidwell et al. Osadchaya I.M.. 2000 .

Subsidiary

A foreign branch of a company that, under the laws of the country in which the branch is located, is an independent legal entity.

Terminological dictionary of banking and financial terms. 2011 .


See what "Subsidiary" is in other dictionaries:

    subsidiary- A company controlled by another company, called the parent company. In accordance with Russian law, a business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of ... ... Technical Translator's Handbook

    - (subsidiary company) See: group of companies. Business. Dictionary. Moscow: INFRA M, Ves Mir Publishing House. Graham Bets, Barry Brindley, S. Williams et al. Osadchaya I.M.. 1998 ... Glossary of business terms

    - (subsidiary) A firm owned or controlled by another firm. Exists a large number of options for the amount of authority that subsidiaries may have in relation to decentralized decision-making on issues such as ... ... Economic dictionary

    SUBSIDIARY COMPANY- a company, the controlling stake of which is in the hands of another parent company. The size of the block of shares necessary for real control over the company is determined not only by its share in the total share capital (voting shares), but ... ... Foreign economic explanatory dictionary

    Subsidiary- a company is a subsidiary of another company, which in this case is called the parent company, if the latter owns more than 50% of the share capital or if it carries out effective control, which is defined ... ... Glossary of terms for the examination and management of real estate

    SUBSIDIARY COMPANY- - a business company in conditions where “another (main) business company or partnership, by virtue of its predominant participation in its authorized capital or in accordance with agreements concluded between them, can determine decisions ... ... Economics from A to Z: Thematic guide

    SUBSIDIARY COMPANY- SUBSIDIARY COMPANY A corporation controlled by another corporation. Control is secured by the holding of all or part of the voting shares, an intertwined directorate, a lease relationship, or a common interest in the controlling corporation. Many ... ... Encyclopedia of Banking and Finance

    Subsidiary- (SUBSIDIARY) A company that is controlled by another company (known as a parent company) ... Finance and stock exchange: glossary of terms

    A subsidiary is a business company whose decisions are determined (or may be determined) by another (main, parent) business company due to the latter's predominant participation in its authorized capital (the amount of the predominant participation ... Wikipedia

    Subsidiary- - branch of the head (parent) company, which is under its control. Retains legal independence. In the event of loss or bankruptcy, the parent company is not responsible for the subsidiary ... Commercial power industry. Dictionary-reference

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Many businessmen do not see the difference between opening a branch, a representative office or a subsidiary. Meanwhile, it is there and very tangible. Before making a decision on the reorganization of existing production, one should understand the terms and choose the most appropriate form of expanding activities.

What is a branch office?

This word is called separate subdivision a legal entity that gives it the full range of powers or only part of it. A branch of an enterprise or organization may be located on the territory of a foreign state. In this case, all aspects of its activities must be coordinated with the legislation of this country, since it may differ significantly from the domestic one.

The branch must be included in the unified state register, but it is not a legal entity. He is fully subordinate to the management of the parent company and exercises his powers only on the basis of a power of attorney. About the “separate subdivision”, branch and representative office, according to Art. 95 of the Civil Code of the Russian Federation. The Civil Code spells out all the stages of opening a branch.

What is a subsidiary?

This is a more independent separate subdivision, which is formed by transferring part of the property of the parent enterprise to the full economic management of the subsidiary. Its founder determines the Charter of the subsidiary and the ownership rights to the transferred property.

This form of management is beneficial for the head office in that it relieves itself of the obligation to manage the document flow at this facility and is content with receiving basic reports on the work of its subsidiary. The main responsibility for its activities lies with the business executive appointed by the head enterprise. He is engaged in the organization of work, the "promotion" of the unit, manages all current operations. But he is obliged to coordinate all major costs and decisions with the head office.

Thus, the conclusion is: a subsidiary is a more independent unit, endowed with much greater powers on the part of the founder, possessing property transferred to him on the basis of ownership. The branch has much more limited opportunities both in terms of independent management and document management.

You will need

  • A clear business plan for the manufacture and sale of their own products, developed motivation for staff, capital that can be used for bonuses, incentives, etc., a management team and several theoretical manuals on personnel management.

Instruction

To open and manage any enterprise, a clear plan is needed, which will take into account investment risks, stages of development of the enterprise, volumes, points and methods of selling products, and a number of other points that affect development. With a good business plan, you can get a significant amount of money from the bank or from people who want to share with you.

Any enterprise needs management, that is, a management group that will set clear goals for the team and monitor their implementation. The leader of the management group is the director of the company, who manages several top managers. These should be competent people familiar with the theory and practice of management and personnel. Their number depends on the size of the company and may be different.

On must be developed by personnel. It can be both encouraging and punishable measures. The so-called "carrot and stick method" is used in the manual of many . It is advisable not to abuse the “whip”, as this can scare away potential highly qualified specialists, earn the company a bad name in the labor market and increase employee turnover. The amount of money allocated for bonuses and cash incentives is better in advance when budgeting for New Year to avoid subsequent problems with and reporting.

note

When forming a management team, see if your top managers are able to convey the required goals to the staff and stimulate the team to further productive work. Many managers, alas, sometimes do not have a clear idea about the main, short-term and long-term goals of the company. It happens that in the course of development, it is necessary to reorganize the enterprise, the consequences of which also need to be carefully analyzed.

Useful advice

It would not be superfluous to conduct focus groups to discuss the problems of the team and the work of the company, attract various consulting firms, conduct audits, trainings and seminars to improve the quality of the services offered and coordinated work in the team.

Tip 3: What is the difference between director and CEO

How the head of an enterprise or organization will be called - president, director or general director - is specified in the Charter of this enterprise. But on what basis the name for the manager is chosen and how his labor relations with the enterprise are built, you need to figure it out by referring to the legislation.

How to "call" the head of the enterprise

There is a contractual relationship between the head of the enterprise and the enterprise. They are regulated by federal laws, including: the Labor Code of the Russian Federation, federal laws "On joint-stock companies”, “On Limited Liability Companies”, as well as other regulatory and legal documents and acts approved by the subject of the Federation or the territorial body of local self-government.

The founding documents of the organization and, in particular, its charter must spell out the name of its head - an individual who manages and performs the functions of the sole executive body, as defined by Article 273 Labor Code RF. According to it, the founders can choose any name: director, general director, chairman or president - there is no difference, it does not change the essence, the rights and obligations of the head also do not depend on this.

The head of the organization is an individual elected to the position by the general meeting or who occupies it on a competitive basis.

Therefore, you can choose any name, but you should still take into account the specifics of the work, the field of activity and the volume of production of this particular organization. If it is small, its leader may, without any prejudice to his authority, be called a director. But in the case when this is a fairly large enterprise, which has, for example, several branches and subsidiaries, their leaders can be called directors, and the general one will be the one who exercises general management. CEO the head may also be named in the case when the enterprise provides for positions, for example, technical, financial or executive directors.

The signature on behalf of the employer in the employment contract is put by the person specified in the Charter. This may be the chairman of the general meeting of founders or the chairman of the Board of Directors.

Features of registration of labor relations with the head of the enterprise

Whatever the name of the head of the organization, in accordance with Article 20 of the Labor Code of the Russian Federation, in the employment contract with him, this organization itself must be indicated as an employer. Basis for employment and conclusion employment contract will be the decision of the meeting of the founders or their authorized body - the Board of Directors. All these nuances should be reflected in the Charter.

In the course of accounting, an accountant may detect a shortage of inventory items that arose as a result of damage, theft or natural loss. In this case, an inventory is organized at the enterprise, which is designed to identify the validity of the amount of debt for shortages and determine the guilty person.

Instruction

Approve the order to conduct inventory if a deficiency was found. Indicate in this document the date of the event, the composition of the commission and the property that is subject to verification. Provide the commission with all receipts and expenditure documents for this case. Determine the balance of values ​​according to accounting data. Collect receipts from financially responsible persons.

Determine the actual availability of property, draw up an inventory and a collation statement, which will allow you to identify the amount of the shortage. If it refers to money, then it is also necessary to carry out an audit of the cash desk and draw up an appropriate act. The balance of cash is checked against the data of the company's cash book.

Reflect the amount identified during inventory and revisions of shortages on the debit of account 94 “Shortages and losses from damage to valuables”. At the same time, in correspondence with this account there is an account that characterizes the values ​​for which given fact. So account 50 “Cashier”, account 10 “Materials”, account 01 “Fixed assets”, account 41 “Goods” and so on can be used.

Draw up an act of shortage, which occurred due to regrading, natural attrition or technical losses. On the basis of these documents, the amount of the shortage must be reflected in the credit of account 94 in correspondence with account 20 "Main production", account 44 "Sales expenses" and so on. At the same time, for tax purposes, these costs are related to the material costs of the enterprise.