Managing Parent – Subsidiary Relationship

Introduction

A Company that owns more than 50% of the stock is said to be the parent company of the Subsidiary. A subsidiary may be wholly or partially owned by the parent company. The Parent company incorporates the subsidiary, names its board of directors and officers, and adopts bylaw provisions preserving the parent’s control on its subsidiary. The subsidiary must be established and recognized by the parent, as well as third parties, as an independent corporation managed by a board of directors.

It is important that the subsidiary is recognized as an independent corporation managed by the board of directors even though it was incorporated by the parent company. This does not mean that the subsidiary is uncontrolled. The parent company has the legal authority to hold the subsidiary accountable to meet the financial objectives.

For the Parent company to control the independent subsidiary it should be
The sole shareholder
Include voting control provisions in subsidiary article
Prepare bylaws defining the authority of the officers, their term in the office and removal
Prohibit bylaws amendment without shareholders approval

Managing Parent-Subsidiary Relationship

As long as the parent company holds its subsidiary accountable for the expectations of its board of directors there is little risk for the parent for the wrong doings of the subsidiary. If the parent company exercises excessive control over the subsidiary, i.e., having the same board of directors, using a common letterhead, sharing office facilities, then the distinction between the parent and the subsidiary will be at risk. A subsidiary can be held accountable for its performance by the parent company by its voting control. It also has the authority to select the board of directors. This board manages the affairs of the subsidiary, makes policy, selects its officers and functions as a governing body. Most critical is the decision taken by the parent company in selecting the board of directors.

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