Summary
- A holding company sits at the top of a corporate structure, owning controlling stakes in subsidiary companies without trading itself.
- It offers three key benefits: organisational efficiency, limited liability between business units, and potential tax advantages across jurisdictions.
- Each company in the structure carries its own administrative burden, including separate accounts, annual reports, and director duties.
- This article is a plain-English guide to holding companies for Australian business owners considering how to structure multiple related companies.
- The content is produced by LegalVision, a commercial law firm that specialises in advising clients on corporate structures and business law.
Tips for Businesses
Separate trading and asset-holding functions into distinct companies to protect core assets from operational risk. Ensure each company maintains its own records and that directors understand their duties to each entity. Consider whether your business growth justifies the added accounting and legal costs before establishing a holding structure.
Running one company can be hard enough. So why would anyone want to own multiple companies without any obvious reason? You may wonder what the purpose of holding companies is and if the concept has any relevance for your business.
This article will first explain what constitutes a holding company. It will then explain the advantages and disadvantages of using a holding company to structure your business.
What is a Holding Company?
As you may know, companies are their own legal persons. So, in addition to being able to sue others (or be sued) and enter into contracts, they can also own assets. This includes the ability to own shares in other companies, just like you may own shares in your own company.
Holding Company vs Parent Company
A holding company is a company that usually does not trade itself but has a controlling stake in another company. A company will have a controlling interest if it has, at a minimum, more than 50% of the voting rights in the other company.
As an example, suppose there are two companies: HoldCo Ltd and NewCo Ltd. If HoldCo Ltd owns 51% (or more) of the voting shares, it may be a holding company.
HoldCo will also be a holding company if it has:
- the power to appoint or remove a majority of the board of directors; or
- an agreement with the other shareholders to effectively control a majority of the voting rights.
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Corporate Structures
In the above example, NewCo Ltd would become a subsidiary company of HoldCo’s.
Assuming NewCo is a trading company, it is possible for them to be a parent company over a third company, BabyCo. This is if NewCo has a majority of voting shares or has effective control over BabyCo’s appointment of directors.
All three companies are part of the same single “corporate structure.”
It is common to refer to the holding company as sitting atop the corporate structure. Indeed, it is the ultimate corporate owner of all the companies underneath it.
Large businesses like Apple or Volkswagon often have complex corporate structures with numerous parent companies, each with their own subsidiaries. At the top is the holding company, which will own a majority of all the shares in each of the subsidiaries.
How Are Holding Companies Regulated in the UK?
In the UK, holding companies must comply with the Companies Act 2006. This Act governs how companies are formed, managed, and wound up.
Each company within a group has its own legal obligations. This includes filing annual accounts and confirmation statements with Companies House. If the group meets certain size thresholds, it may also need to prepare consolidated group accounts.
Directors of each company must act in the best interests of that company, not the group as a whole. A director cannot simply follow instructions from the holding company if doing so would harm the subsidiary.
If a holding company controls the financial decisions of a subsidiary, it may be treated as a “shadow director” under the Act. This can trigger additional legal responsibilities.
Understanding these obligations early helps you avoid compliance issues as your corporate structure grows.
What About Shell Companies?
Shell companies are similar to holding companies in that they do not trade. However, unlike holding companies, which we can think of as the “ultimate parent company” in a business group, shell companies tend to have more singular functions. For example, their function may be to:
- raise debt;
- hold particular assets; or
- move money.
Advantages of Holding Companies
There are three overlapping advantages to the use of holding companies. They are:
- organisational efficiency;
- limited liability; and
- tax efficiency.
To help make sense of these advantages, we will use a fictional example.
Suppose you are the proud owner of a very successful business, BevCo Ltd, which makes delightful beverages that it ships around the world. You have decided to branch into the delivery and logistics industry so you can save costs on distributing your product.
Creating a new company will help you limit your original business’ liabilities, so you create DistributeCo Ltd.
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Organisational Efficiency
Holding companies typically emerge when there are a group of at least two other companies that share common ownership. Creating a single company that owns the rest makes managing the group of companies easier.
While you could exercise your rights as a majority shareholder in your individual capacity separately for both companies, it is often easier to create a single legal entity (“HoldCo”) to exercise ownership rights itself. Given that you are the majority shareholder for each company, it does not change your position by operating through a separate legal entity.
This is particularly advantageous if you are looking to sell part of your business later. Separating the core components of your business into their own legal entities makes it much easier to sell. Indeed, you can avoid having to package off part of the business at the point of sale.
Likewise, shared assets, such as land or machinery, may be advantageous for the parent company to retain its legal title.
Limited Liability
All companies are their own legal person and benefit from the principle of limited liability. So, company owners will not be responsible for the company’s debts beyond what they have paid for the shares.
Considering your company’s liabilities, you could feasibly borrow substantial sums of money for one company to expand. For example, should DistributeCo have a hard time getting off the ground, a lender cannot come after your successful company provided the liability remains completely with the other company.
Additionally, as your business grows, creating a holding company can effectively ensure your business’s assets are properly apportioned across subsidiary companies. So, if one element of your business runs into trouble, your other business assets will not be at risk.
For example, suppose that you are expanding your business into another country because you think there is a strong opportunity for growth. However, this is not without risk. Therefore, it would make sense to create a new company that would own the assets it needs to operate in the new country. Likewise, you can create a separate third company — your holding company — that owns shares in both companies. The effect is that if the business venture in the new country fails, only the assets owned by that company will be at risk.
Tax Efficiency
Additionally, it may be advantageous to have the holding company headquartered in a more tax-efficient country if you operate in multiple jurisdictions. Likewise, you can channel profits and offset losses by moving money around your corporate structure. All the while, your holding company will manage things from the top.
Disadvantages of a Holding Company
The simple fact is that with each company you incorporate, the administrative burden grows in step.
Each company must prepare its own accounts and annual reports. In addition, each company’s director(s) will owe the company certain legal duties, regardless of whether the director(s) sit on another company’s board. This can create certain conflicts of interest, especially where a subsidiary’s ownership differs from the holding company (i.e. where there are minority shareholders).
From a strictly theoretical perspective, it is nice to think of each company’s assets and liabilities as being legally separate. However, in practice, things are often different. For example, suppose you wish for a bank to lend DistributeCo Ltd a large sum of money. In that case, the bank will often demand that the holding company (as well as any affiliated companies) guarantee the loan.
For instance, the bank could demand that you pledge HoldCo’s shares in both companies as security for the loan to the one company. That is less than ideal.
As you can see, the larger a business’ corporate structure, the more it will spend on accounting and legal fees. You should therefore determine if your business is in a position to justify the added complexity and cost of creating a business group headed by a holding company.
Key Takeaways
A holding company is the ultimate parent company of a group of companies. It does not trade itself but instead is a vehicle to consolidate ownership in a collection of interrelated, though legally distinct companies. The use of a holding company can provide you with organisational and tax efficiencies. Likewise, it limits the liabilities and assets of each company. However, the administrative burden of owning a group of companies is substantial. Therefore, your business will need to have enough growth potential to justify it.
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Frequently Asked Questions
What is a holding company?
A holding company is like any other company in that it is legally distinct and can own property, including shares in other companies. However, a holding company does not typically trade itself and instead owns the shares to multiple companies.
What are the advantages of a holding company?
As with incorporating a business from a sole trader into a company, the main benefit is limiting liability while improving organisational and tax efficiency.
Can a holding company own assets other than shares?
Yes, a holding company can own assets like land, machinery, or intellectual property, holding legal title on behalf of the corporate group.
Do holding company directors owe legal duties?
Yes, directors owe legal duties to each company they serve, regardless of overlapping board positions across the corporate structure.
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