Nature·Status·Liability

The subsidiary company taken as one way of expanding the management scale and enhancing professional ability by the controlling company, is widely utilized in the middle of the economical domain;but the subsidiary company taken as a kind of economic organization objectively existing, its behavior not only is connected closely with controlling company's benefit, also is closely linked with its internal staff, the consumer, the creditor and the community's benefit, meanwhile can it has the direct influence to administrative organization's management and the market movement order. The subsidiary company is playing the vital role in the economic life, but the present legal problem research related with the subsidiary company in the educational circle is obvious insufficient actually, the related subsidiary company's legislation extremely abstract and fuzzy. The deficient of fundamental research and the flaw of legislation stipulation cause many puzzled and chaotic results when dealing with the leagal dispute related with the subsidiary company. Wanting to change this unreasonable present situation, we must study legal problem related with the subsidiary company thoroughly. But in the middle of the related subsidiary company legal problem, the leagal nature of the subsidiary company, the legal status of the subsidiary company and the legal liability of the subsidiary company appear especially important, therefore, this article draws up to it on the comprehensive discussion.The leagal nature of the subsidiary company is refered from the legal angle observation the essential attribute enabling it distinguished with other economic organizations. Clearly recognizing the leagal nature of the subsidiary company, is helpful to limit accurately the relation between the subsidiary company and controlling company, also is helpful to discuss the legal status and legal liability of the subsidiary company . Judging the leagal nature of the subsidiary company should first understand the definition of the subsidiary company, explicit the connotation and the extension of the concept of "the subsidiary company". But the present related subsidiary company's definition all has not been perfectly placed and has not been able clearly to limit the connotation and the extension of the subsidiary company. Through the perspective looking into the entitybasic characteristic of the subsidiary company and difference with other similar economic organizations, may the definition of the subsidiary company be: it is one kind of economic organization invested by the company legal person, its service, the fund, the human affairs are controlled by the company legal person, is engaged in management directly but not to be able directly independently to undertake the civil liability. About subsidiary company's legal nature, some people regard it as agence of the controlling company, also some people think the subsidiary company to be special institution of controlling company, but these two views cannot withstand the examination of the theory and the practice . According to the economic definition of the enterprise and description about the enterprise characteristic in the legal science, the subsidiary company can be defined to one kind of special enterprise type, its essence is the sole-source investment by the company.the relations between the subsidiary company and controlling company should be relations as between the enterprise and the business owner.The legal status (civil main body qualifications) of the subsidiary company is the symbol of the independent main body status approved by the law. Whether the subsidiary company does have the civil legal status (civil main body qualifications), the educational circle exist denial theory, the affirmation theory and compromised theory. Through retorting denial theory and compromised theory and pointing out the insufficiency of present affirmation theory , this article has proven the subsidiary company has the civil legal status (civil main body qualifications) from three aspects: 1st, the unique economical function of the subsidiary company enables it to have obtained the essential necessity of the civil main body qualifications;2nd, analysising from the theory about the civil main body qualifications enables the subsidiary company to have obtained the theory possibility of the civil main body qualifications;3rd, our country present legal rule had proven the subsidiary company has the civil main body qualifications to be feasible in the legislation. But the subsidiary company takan as the market main body depends merely on the civil commercial law is insufficient to establish its complete main body status, it must depend on economic law to establish economic lagal main body status from the different angle, thus the abstract personality and the concrete personality of the subsidiary company all can appear. In order to enable this viewpoint of the subsidiary company having the economic lagal main body status (main body qualifications of economic law) to obtain the evidence, this article had proved the subsidiary companyhaving different main body qualifications with the controlling company from the real diagnosis aspect namely from tax law and product quality law, consumer rights and interests protection law proved. Regardless the civil main body qualifications or economic lagal main body qualifications of the subsidiary company, it is to be inseparable with the register system of the subsidiary company, the register system of the subsidiary company involves the gain and loss of the legal status (main body qualifications) of the subsidiary company. But the present related subsidiary company registers system in our contry has some insufficiencies, the rule about the region scope of registing of the subsidiary company, the rule about the pretage examination and approval before the setting up of subsidiary company and seting up the branch office by the subsidiary company should be improved.The subsidiary company has the legal status (main body qualifications), can carry on each kind of activity inevitably by its name, disputes between it and other main bodies will happan inevitablely, the question about legal liability along with it will produce. The civil liability question of the subsidiary company has caused many disputes, eliminating these disputes can carry on from following several aspects: First,we should correctly differentiate the legal liability constituting important document and the legal liability undertaking important document, the main body of legal liability constituting important document and the legal liability undertaking important document have the possibility to be able to appear separated . As to the legal liability of the subsidiary company, the subsidiary company is the constituting important document of main body, controlling company is the undertaking important document of main body. Next, we should understand controlling company undertaking the legal liability which the subsidiary company behavior produces has the theory support, turning over the responsibility to controlling company is its free will expression and manifested the right utility request and the moral request. Furthermore, we should pay attention to that the personality connotation vicissitude of the non-legal person organization caused it to have the conflict with the tradition legal liability theory and then has had some paradoxes, we should process properly the relations of the responsibility between the subsidiary company and controlling company and the lawsuit status when the responsibility is talking about. Finally, we should affirm that present legal rule in our contry has received the pragmatism manner and manifested the principle of legal liability controlling correctlywhen processing legal liability question of subsidiary company. The problem of the administration legal liability of the subsidiary company refers to the question whether the administrative organization should punish the subsidiary company involved illegal activity. In the law enforcing practice, the administrative organizating can punish the subsidiary company involved in illegal activity , this has the rule to support it.The crime liability about the subsidiary company is whether the subsidiary company can become the subject of crime to undertake the penalty.it has the denial theory, the affirmation theory and compromised theory in the education circle. The denial theory has violated the principle in which the crime, the responsibility and the punishment will adapt to each other,so it was worth discussing.And the compromised theory violated with the logical inference rule,it is also insignificance, we should correctly understand the spirit of the criminal law, then recognize and investigate the legal responsibility of the subsidiary company.