Subsidiary


Subsidiary

A subsidiary, in business matters, is an entity that is controlled by a bigger and more powerful entity. The controlled entity is called a company, corporation, or limited liability company, and the controlling entity is called its parent (or the parent company). The reason for this distinction is that a lone company cannot be a subsidiary of any organization; only an entity representing a legal fiction as a separate entity can be a subsidiary. While individuals have the capacity to act on their own initiative, a business entity can only act through its directors, officers and employees. The most common way that control of a subsidiary is achieved is through the ownership of shares in the subsidiary by the parent. These shares give the parent the necessary votes to determine the composition of the board of the subsidiary and so exercise control. This gives rise to the common presumption that 50% plus one share is enough to create a subsidiary. There are, however, other ways that control can come about and the exact rules both as to what control is needed and how it is achieved can be complex (see below). A subsidiary may itself have subsidiaries, and these, in turn, may have subsidiaries of their own. A parent and all its subsidiaries together are called a group, although this term can also apply to cooperating companies and their subsidiaries with varying degrees of shared ownership.

Subsidiaries are separate, distinct legal entities for the purposes of taxation and regulation. For this reason, they differ from divisions, which are businesses fully integrated within the main company, and not legally or otherwise distinct from it.

Subsidiaries are a common feature of business life and most if not all major businesses organize their operations in this way. Examples include holding companies such as Berkshire Hathaway [http://www.berkshirehathaway.com/subs/sublinks.html] , Comcar Logistics, Time Warner, or Citigroup as well as more focused companies such as IBM, or Xerox Corporation. These, and others, organize their businesses into national or functional subsidiaries, sometimes with multiple levels of subsidiaries.

An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity, locomotives and rolling stock.

In contrast, a non-operating subsidiary would exist on paper only (i.e. stocks, bonds, articles of incorporation) and would use the identity and rolling stock of the parent company.__NOTOC__

Control

The word "control" used in the definition of "subsidiary" is generally taken to include both practical and theoretical control. Thus, reference to a body which "controls the composition" of another body's board is a reference to control in principle, while reference to being are able to cast more than half of the votes at a general meeting, whether legally enforceable or not, refers to theoretical power. The fact that a company has a holding of less than 51% which, because the holdings of others are widely dispersed, gives effective control is not enough to give that company 'control' for the purpose of determining whether it is a subsidiary.

In Australia, for instance, the accounting standards defined the circumstances in which one entity controls another. In doing so, they largely abandoned the legal control concepts in favour of a definition that provides that 'control' is "the capacity of an entity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of another entity so as to enable that other entity to operate with it in pursuing the objectives of the controlling entity." This definition was adapted in the Australian Corporations Act 2001: s 50AA.Fact|date=May 2008

ee also

*Associate company
*Consolidation (business)
*Control premium
*Enterprise value
*Equity method
*Goodwill (accounting)
*Mergers and acquisitions
*Minority interest

Business models which feature elements similar to subsidiaries

*Conglomerate (company)
*Zaibatsu
*Keiretsu
*Chaebol

Footnotes


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Look at other dictionaries:

  • subsidiary — sub·sid·i·ary /səb si dē ˌer ē, si də rē/ n pl ar·ies: a company having the majority of its stock owned by another company compare affiliate ◇ The parent company of a subsidiary generally has the same policy making powers as any majority owner… …   Law dictionary

  • Subsidiary — Sub*sid i*a*ry, a. [L. subsidiarius: cf. F. subsidiaire. See {Subsidy}.] 1. Furnishing aid; assisting; auxiliary; helping; tributary; especially, aiding in an inferior position or capacity; as, a subsidiary stream. [1913 Webster] Chief ruler and… …   The Collaborative International Dictionary of English

  • subsidiary — [səb sid′ē er΄ē, səb sid′ē ər ē] adj. [L subsidiarius < subsidium: see SUBSIDY] 1. giving aid, support, service, etc.; serving to supplement; auxiliary 2. being in a secondary or subordinate relationship 3. of, constituting, or maintained by a …   English World dictionary

  • subsidiary — ► ADJECTIVE 1) less important than but related or supplementary to. 2) (of a company) controlled by a holding or parent company. ► NOUN (pl. subsidiaries) ▪ a subsidiary company. ORIGIN Latin subsidiarius, from subsidium assistance …   English terms dictionary

  • Subsidiary — Sub*sid i*a*ry, n.; pl. {Subsidiaries}. One who, or that which, contributes aid or additional supplies; an assistant; an auxiliary. Hammond. [1913 Webster] …   The Collaborative International Dictionary of English

  • subsidiary — (adj.) 1540s, from M.Fr. subsidiaire, from L. subsidiarius serving to assist or supplement, from subsidium help, aid (see SUBSIDY (Cf. subsidy)) …   Etymology dictionary

  • subsidiary — *auxiliary, contributory, subservient, ancillary, adjuvant, accessory …   New Dictionary of Synonyms

  • subsidiary — [adj] secondary, helpful accessory, adjuvant, aiding, ancillary, appurtenant, assistant, assisting, auxiliary, backup, branch, collateral, contributory, cooperative, lesser, minor, serviceable, subject, subordinate, subservient, supplemental,… …   New thesaurus

  • subsidiary — A separate corporation that is owned by another corporation. American Banker Glossary A wholly or partially owned company that is part of a large corporation. A foreign subsidiary is a separately incorporated entity under the host country s law.… …   Financial and business terms

  • Subsidiary — A foreign based affiliate that is a separately incorporated entity under the host country s law. The New York Times Financial Glossary * * * ▪ I. subsidiary sub‧sid‧i‧a‧ry 1 [səbˈsɪdiəri ǁ dieri] noun subsidiaries PLURALFORM [countable] a company …   Financial and business terms


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