Foreign subsidiary and global expansion: What to consider

May 20, 2020

It’s no secret that more companies are expanding overseas. 

Typically, more sales opportunities in foreign markets translate into stronger revenues. Data from a study by OFX Group indicates that 96% of U.S. businesses feel “confident in conducting business overseas.”

The question for companies considering expanding outside of the U.S. is how to get the job done—and that’s no easy task. The trick is to maximize market dynamics and business opportunities and minimize operational and bureaucratic challenges that threaten profit potential overseas.

One option to evaluate is a foreign subsidiary.

What is a foreign subsidiary?

A foreign subsidiary is a company operating overseas that is part of a larger corporation with headquarters in another country, often known as a parent company or a holding company. Companies primarily open foreign subsidiaries to establish a corporate foothold in a specific overseas economy, primarily to boost revenues, generate tax benefits and diversify company assets to better manage risk.

The designation of a foreign subsidiary depends on how much of the company is owned by the parent company, as follows:

  • The parent company usually holds a controlling interest in more than 50% of the foreign subsidiary’s stock. 
  • In the event that the dominant company owns 100% of the foreign subsidiary’s stock, that subsidiary is known as a wholly owned subsidiary. 
  • If the ownership stake is less than 50%, the designation changes to an associate or affiliate company.

Structurally, a foreign subsidiary operates independently from its parent company, is responsible for its own assets and liabilities, and is deemed to be a separate legal entity for taxation and regulatory oversight by the subsidiary where the company is established. In other words, U.S. laws don’t apply—foreign subsidiaries are governed by the country where the subsidiary operates.

What a parent company can control is the overall makeup of the foreign subsidiary. The parent company can take the following actions:

  • Establish a governing board of directors.
  • Establish a foreign subsidiary on its own terms, with no need for a shareholder vote.
  • Sell a subsidiary without shareholder approval.

Pros and cons of a foreign subsidiary

Like any other major business endeavor, foreign subsidiaries have their upsides and downsides. These factors are at the top of the list:

Pros of a foreign subsidiary

Major advantages in being a parent company. A company that opens its own foreign subsidiary has considerable clout in how that subsidiary is run. By installing its own board of directors, the parent company can take a “top-down” approach at instituting its own unique culture, values and vision in the subsidiary. 

That said, the subsidiary also benefits, primarily being on the receiving end of valuable shared resources, like financial systems, technology systems, sales and marketing experience, and vast business opportunities that stem directly from the parent company. Those resources enable the subsidiary to shift into higher gear immediately, and better compete in its market.

Entry into profitable new markets. As the business adage goes, “if a company isn’t growing, it’s dying.”

So it goes with opening a foreign subsidiary, which allows the parent company to expand into regions and industries it otherwise could not. With new foreign markets come new customers and new sales opportunities that enable the parent to build its brand in potentially profitable foreign bourses.

A foreign subsidiary earns more credibility—and protection—overseas. By and large, companies that launch a subsidiary overseas tend to be taken more seriously by local industries, governments and business affiliates than companies that opt to simply create a branch office in a foreign country.

For example, foreign financial institutions are more open to doing business with a foreign subsidiary, which has the legal and fiscal stamp or approval of the local and country government where the subsidiary is located.

Plus, a parent company has limited liability for its foreign subsidiary. 

For instance, if a foreign subsidiary is entangled in litigation issues, the liability lies with that subsidiary and not the parent or holding company, ensuring protection from any substantial financial penalties that may result from legal issues overseas. Additionally, if a subsidiary proves to not meet expectations (or worse) the parent company can easily sell the subsidiary, often to a company in the same foreign country.

Cons of a foreign subsidiary

Costs can accumulate. Rolling out a foreign subsidiary can be an expensive proposition—both financially and in time requirements. 

While costs vary from country to country, it’s common to see capital requirements of several hundred thousand dollars to set up entities in foreign countries, and timeline requirements that can last six to nine months. Additionally, some country legal mandates require parent companies to send staffers on-site to sign documents and attend certain meetings, adding more costs and time to the bottom line. 

Exiting a country where you have established a foreign subsidiary can also be very costly and complex, as statutory filing fees can last months. In China, liquidating a wholly owned foreign subsidiary can take eight to 12 months.

A five-year financial feasibility study is recommended for companies looking to start a foreign subsidiary.

Cultural differences. U.S. companies may find cultural and commercial assimilation in a foreign country to be an uphill climb. 

Aside from the language, currency and physical distance issues, operating in a foreign country often means dealing with different bureaucratic, political, exchange rate, and legal issues and processes. And that requires local expertise versed in the nuances of the local requirements to protect the organization from a range of compliance risks

Staffing acquisition and onboarding issues. Bringing new talent on board overseas creates its own challenges for a parent company’s human resources departments. 

With hiring processes and norms varying from country to country, inside knowledge on local job postings, interviewing, job offers, benefits and onboarding is not a luxury—it’s a necessity when operating a foreign subsidiary.

Is a foreign subsidiary a good option for your company? 

Whether or not you should establish a foreign subsidiary depends on your company’s own unique long-term business goals and objectives. That process starts with a robust and thorough review of your company’s financial, logistical and management capabilities, and where your best “fit” may be overseas.

It’s also advisable to run different in-house review scenarios to see if a foreign subsidiary makes better sense than simply opening a branch office overseas. After thorough review, you may find you need to move quickly in order to “test the waters” in your target markets while you evaluate further investment in a foreign subsidiary. With an employer of record service, like Global Employment Outsourcing (GEO), you can hire employees in-country in as little as two weeks while you plan your local market strategy—or indefinitely, depending on your long-term goals.  

The future really is now for companies looking for market access overseas—all you have to do is find the right roadmap to get there. Speak with a global solutions advisor today to learn more about GEO and discover whether the employer of record service is the right move for your organization.

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