A subsidiary is a company completely or partially owned or controlled by another company, called the parent or holding company, which holds legal and financial control over it. Unlike a branch or division, a subsidiary is a distinct legal entity that follows the laws of the country where it is incorporated and keeps its own executive leadership.
How much ownership does a company need to control a subsidiary?
Control is usually achieved by owning a majority of a subsidiary's shares, which gives the parent enough votes to elect its own nominees to the board. 50 percent of the shares plus one is generally treated as enough to create a subsidiary, though other paths to control exist as well.
Can a parent company be smaller than its subsidiary?
Yes. DanJaq is a closely held family company that is smaller than Eon Productions, the large corporation it controls, which manages the James Bond franchise. The parent-subsidiary relationship depends on ownership of shares, not on company size or employee count.
What is the difference between a subsidiary and a division of a company?
A subsidiary is a separate legal entity for tax, regulation, and liability purposes, while a division is fully integrated into its parent company with no separate legal identity. A subsidiary can sue and be sued independently, and its debts do not automatically become its parent's debts.
What are first-tier, second-tier, and third-tier subsidiaries?
A first-tier subsidiary is directly owned by the ultimate parent company, a second-tier subsidiary is a subsidiary of a first-tier subsidiary, and a third-tier subsidiary is a subsidiary of a second-tier subsidiary. Ford Motor Company illustrates this structure through Ford International Capital LLC, Ford Technologies Limited, and Ford Motor Company Limited.
How does the European Union define when a company is a parent of a subsidiary?
Under Article 22 of Directive 2013/34/EU, an undertaking is a parent if it holds a majority of voting rights, can appoint or remove a majority of the management or supervisory body, or can exercise dominant influence through a contract or articles of association. Recital 31 of the same directive adds that control can also exist through agreements with fellow shareholders, even when the parent holds a minority stake or no shares at all.